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ZYLA FINANCIAL EXHIBITS
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As filed with the Securities and Exchange Commission on April 17, 2020

Registration No. 333-237599


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



AMENDMENT NO. 1
TO

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Assertio Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  2834
(Primary Standard Industrial
Classification Code Number)
  85-0598378
(I.R.S. Employer
Identification Number)



100 South Sanders Rd., Suite 300,
Lake Forest, IL 60045
(224) 419-7106
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Daniel A. Peisert
Chief Financial Officer
Assertio Holdings, Inc.
100 South Sanders Rd., Suite 300
Lake Forest, IL 60045
(224) 419-7106
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan A. Murr, Esq.
Todd J. Trattner, Esq.
Gibson, Dunn & Crutcher LLP
555 Mission St.
San Francisco, California 94105
(415) 393-8200
  Todd N. Smith
Zyla Life Sciences
600 Lee Road, Suite 100
Wayne, PA 19087
(610) 833-4200
  David S. Rosenthal
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
212-698-3500



Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

             If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company o

Emerging growth company o

             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 7(a)(2)(B) of the Securities Act. o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered(1)

  Proposed maximum
offering price per
unit(2)

  Proposed
aggregate offering
price(2)

  Amount of
registration fee(3)(4)

 

Common Stock, par value $0.0001 per share

  43,860,220   $1.31   $57,456,888.20   $7,457.90

 

(1)
Represents the number of shares of the Registrant's common stock, par value $0.0001 per share ("Assertio Holdings Common Stock"), estimated to be the maximum number of shares of Assertio Holdings Common Stock issuable in connection with the transactions described in the enclosed Joint Proxy Statement/Prospectus as of April 5, 2020, calculated as the product of: (i) the sum of (a) the number of shares of common stock of Zyla Life Sciences ("Zyla"), par value $0.001 per share ("Zyla Common Stock") outstanding, which is 9,591,957, (b) the number of shares of Zyla Common Stock underlying warrants to purchase shares of Zyla Common Stock, which is 4,972,365, (c) the number of shares of Zyla Common Stock issuable upon exercise of Zyla options, which is 2,108,950, and (d) the number of shares of Zyla Common Stock issuable upon the vesting of Zyla restricted stock units, which is 870,816, and (ii) the exchange ratio of 2.5. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate number of additional shares of Assertio Holdings Common Stock as may be issuable as a result of stock splits, stock dividends or the like.

(2)
Estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(c) and 457(f) under the Securities Act of 1933, as amended, the aggregate offering price of shares of the Assertio Holdings Common Stock was calculated as follows: (a) 43,860,220, the estimated number of shares of Assertio Holdings Common Stock to be registered, multiplied by (b) $1.31, the price per share of Zyla Common Stock to be received by the Registrant, based on the average of the high and low prices of Zyla Common Stock, as reported on the OTCQX on April 2, 2020.

(3)
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $129.80 per $1,000,000 of the proposed maximum aggregate offering price.

(4)
The filing fee has been previously paid.



             The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this Joint Proxy Statement/Prospectus is not complete and may be changed. Assertio Holdings may not distribute or issue the shares of Assertio Holdings Common Stock being registered pursuant to this registration statement until the registration statement filed with the Securities and Exchange Commission is effective. This Joint Proxy Statement/Prospectus is not an offer to distribute these securities and Assertio Holdings is not soliciting offers to receive these securities in any state where such offer or distribution is not permitted.

SUBJECT TO COMPLETION DATED APRIL 17, 2020

LOGO

                        , 2020

ASSERTIO LETTER TO STOCKHOLDERS
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

        Assertio Therapeutics, Inc. ("Assertio Therapeutics" or "Assertio") entered into an Agreement and Plan of Merger dated as of March 16, 2020, which is referred to in this Joint Proxy Statement/Prospectus as the "Merger Agreement," with Zyla Life Sciences ("Zyla") and certain wholly-owned subsidiaries of Assertio formed to effectuate the Merger Agreement. Pursuant to the Merger Agreement and through a series of transactions described in this Joint Proxy Statement/Prospectus and referred to as the "Merger," Zyla and Assertio will become wholly-owned subsidiaries of Assertio Holdings, Inc. ("Assertio Holdings"), with Assertio Holdings assuming Assertio's listing on the Nasdaq Stock Market. The Merger Agreement is attached as Annex A to this Joint Proxy Statement/Prospectus and is incorporated into this Joint Proxy Statement/Prospectus by reference. This Joint Proxy Statement/Prospectus describes the Merger Agreement, the Merger and the transactions related to the Merger in detail and provides information concerning the annual meeting of Assertio stockholders (the "Assertio Annual Meeting").

        At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, $0.001 par value per share, of Zyla ("Zyla Common Stock") will be converted into the right to receive 2.5 shares of common stock, $0.0001 par value per share, of Assertio Holdings ("Assertio Holdings Common Stock"). The exact amount of stock consideration to be received in the Merger in exchange for shares of Zyla Common Stock cannot be determined until the Effective Time. See "The Agreement and Plan of Merger—Consideration in the Merger" in Chapter I of this Joint Proxy Statement/Prospectus on page 161.

        Assertio's board of directors has unanimously approved the Merger Agreement, the Merger and the issuance of shares of Assertio Holdings Common Stock in the Merger. The issuance of shares of Assertio Holdings Common Stock in the Merger requires the approval of a majority of the outstanding shares of common stock, $0.0001 par value per share, of Assertio ("Assertio Common Stock") present at the Assertio Annual Meeting and entitled to vote on the matter (Assertio Proposal 1 in this Joint Proxy Statement/Prospectus). Assertio stockholders will vote at the Assertio Annual Meeting on May 19, 2020, at 1:00 p.m., Central Time. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, Assertio's board of directors has determined that the Assertio Annual Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health of Assertio stockholders, Assertio's board of directors and the Assertio management team.

        Assertio stockholders or their proxyholder will be able to attend the Assertio Annual Meeting online, vote and submit questions by visiting https://www.cstproxy.com/assertiotx/2020 and using a control number assigned by Continental Stock Transfer. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the enclosed Joint Proxy Statement/Prospectus.

        Before casting your vote, please take the time to review carefully this Joint Proxy Statement/Prospectus, including the section entitled "Risk Factors" in Chapter I of this Joint Proxy Statement/Prospectus beginning on page 34. Your vote is very important regardless of the number of shares you hold. Our board of directors recommends that you vote "FOR" the approval of the issuance of shares of Assertio Holdings Common Stock in the Merger.

    Arthur J. Higgins
President and Chief Executive Officer
Assertio Therapeutics, Inc.

        Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the securities to be issued under this Joint Proxy Statement/Prospectus or determined if this Joint Proxy Statement/Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

        This Joint Proxy Statement/Prospectus is dated                , 2020 and is first being mailed to Assertio stockholders and Zyla stockholders on or about            , 2020.


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LOGO

ASSERTIO THERAPEUTICS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, ILLINOIS 60045

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Online Meeting Only—https://www.cstproxy.com/assertiotx/2020
To Be Held on May 19, 2020
1:00 p.m. Central Time

To the stockholders of Assertio Therapeutics, Inc.:

        Notice is hereby given that the Annual Meeting of Stockholders of Assertio Therapeutics, Inc., a Delaware corporation ("Assertio"), will be held at on May 19, 2020 at 1:00 p.m., Central Time (the "Assertio Annual Meeting"). In light of ongoing developments related to coronavirus (COVID-19), and the related protocols that federal, state and local governments have implemented, Assertio's board of directors has determined that the Assertio Annual Meeting will be a virtual meeting conducted exclusively via live webcast. Assertio's board of directors believes that this is the right choice for Assertio and Assertio's stockholders at this time, as it permits stockholders to attend and participate in the Assertio Annual Meeting while safeguarding the health of Assertio stockholders, Assertio's board of directors and the Assertio management team. We are committed to ensuring that Assertio stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You can attend the meeting by visiting https://www.cstproxy.com/assertiotx/2020 where you will be able to listen to the meeting live, submit questions and vote online. To participate in the virtual meeting, you will need the 16-digit control number assigned by Continental Stock Transfer included on your proxy card or voting instruction form. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the enclosed Joint Proxy Statement/Prospectus.

        The meeting webcast will begin promptly at 1:00 p.m., Central Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:30 p.m., Central Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Assertio Annual Meeting please call (917) 262-2373 for assistance. For additional information on how you can attend and participate in the virtual Assertio Annual Meeting, please see the instructions beginning on page 206 of the attached Joint Proxy Statement/Prospectus. Because the Assertio Annual Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

        Assertio is holding the meeting for the following purposes, as more fully described in the accompanying Joint Proxy Statement/Prospectus:

    1.
    To approve the issuance of shares of common stock, $0.0001 par value per share, of Assertio Holdings, Inc. ("Assertio Holdings Common Stock") in connection with the Merger with Zyla Life Sciences, as described in greater detail in Chapter I of this Joint Proxy Statement/Prospectus.

    2.
    To elect the nine directors of Assertio named in the attached Joint Proxy Statement/Prospectus to serve until the 2021 Annual Meeting of Stockholders, or until their successors are duly elected and qualified.

    3.
    To approve an increase in the number of shares available for issuance under Assertio's Amended and Restated 2014 Omnibus Incentive Plan, a copy of which is attached as Annex G to this Joint Proxy Statement/Prospectus. If the proposal to issue stock in connection with the Merger (Proposal 1) is not approved, the proposal to increase the number of shares available

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      under Assertio's Amended and Restated 2014 Omnibus Incentive Plan will be automatically withdrawn.

    4.
    To approve an increase in the number of shares available for issuance under Assertio's Amended and Restated 2004 Employee Stock Purchase Plan, a copy of which is attached as Annex H to this Joint Proxy Statement/Prospectus.

    5.
    To approve an amendment to Assertio's certificate of incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-4.

    6.
    To approve, on an advisory basis, the compensation of Assertio's named executive officers.

    7.
    To approve, on an advisory basis, Merger-related executive compensation arrangements.

    8.
    To ratify the appointment of Ernst & Young LLP as Assertio's independent registered public accounting firm for the fiscal year ending December 31, 2020.

    9.
    To approve the adjournment from time to time of the Assertio Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the proposal to issue stock in connection with the Merger (Proposal 1) at the time of the Assertio Annual Meeting or any adjournment or postponement thereof.

    10.
    To transact such other business as may properly come before the Assertio Annual Meeting and any adjournments or postponements thereof.

        Each of the foregoing items of business is more fully described in the Joint Proxy Statement/Prospectus which is attached to and made part of this notice and which you are urged to read carefully. This Joint Proxy Statement/Prospectus and Assertio's Annual Report on Form 10-K for fiscal year ended December 31, 2019 will be available electronically at https://www.cstproxy.com/assertiotx/2020.

        We cannot complete the Merger described in this Joint Proxy Statement/Prospectus unless the proposal to approve the issuance of shares of Assertio Holdings Common Stock is approved by a majority of the outstanding shares of common stock, $0.0001 par value per share, of Assertio present and entitled to vote on the proposal at the Assertio Annual Meeting. The other proposals require the vote specified under "Chapter II—Information About the Assertio Annual Meeting and Proposals" beginning on page 206 of this Joint Proxy Statement/Prospectus.

        Only stockholders of record at the close of business on April 15, 2020 will be entitled to notice of, and to attend (online) and vote at, the Assertio Annual Meeting or any adjournments or postponements thereof. In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available for inspection at Assertio's headquarters for at least 10 days prior to the Assertio Annual Meeting.



Important Notice Regarding the Availability of Proxy Materials for the Assertio Annual Meeting to Be Held on
May 19, 2020 at 1:00 p.m. Central Time

The proxy statement and annual report to stockholders
are available at https://www.cstproxy.com/assertiotx/2020.



    By Order of the Board of Directors

 

 

 
    Arthur J. Higgins
President and Chief Executive Officer

Lake Forest, Illinois
                , 2020


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You are cordially invited to attend and participate in the virtual Assertio Annual Meeting. Whether or not you expect to attend the virtual meeting, please complete, date, sign and return the proxy card, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote during the virtual Assertio Annual Meeting by visiting the virtual meeting website at https://www.cstproxy.com/assertiotx/2020 where stockholders may vote and submit questions during the meeting. To participate in the virtual meeting, you will need the 16-digit control number assigned by Continental Stock Transfer included on your proxy card or voting instruction form. Your broker, bank or nominee cannot vote your shares for any proposals deemed "non-routine" unless you provide voting instructions. Therefore, if your shares are held by a broker, bank or other nominee, Assertio highly encourages you to instruct them regarding how to vote your shares.


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ZYLA LETTER TO STOCKHOLDERS

LOGO


PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Zyla Life Sciences:

        On March 16, 2020, Zyla Life Sciences, or Zyla, entered into an Agreement and Plan of Merger, referred to as the "Merger Agreement", with, among others, Assertio Therapeutics, Inc., or Assertio. Pursuant to the Merger Agreement and through a series of transactions described in this Joint Proxy Statement/Prospectus and referred to as the "Merger", Zyla and Assertio will become wholly-owned subsidiaries of Assertio Holdings, Inc., or Assertio Holdings, with Assertio Holdings assuming Assertio's listing on the Nasdaq Stock Market.

        We believe the Merger will be a transformational combination resulting in a combined company with a leading portfolio of branded NSAIDs with significant cost and revenue synergies and the platform, profitability and financial strength to both grow its existing portfolio and acquire additional complementary assets. After careful consideration, Zyla's board of directors approved the Merger by vote of all directors voting (Messrs. Smith and Holmes having recused themselves from consideration of the Merger).

        At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, $0.001 par value per share, of Zyla, or the Zyla Common Stock, will be converted into the right to receive 2.5 shares of common stock, $0.0001 par value per share of Assertio Holdings for such share of Zyla Common Stock. See "The Agreement and Plan of Merger—Consideration in the Merger" in Chapter I of this Joint Proxy Statement/Prospectus on page 161.

        We are holding a special meeting of stockholders, or the "Zyla Special Meeting," in order to obtain the stockholder approval necessary to complete the Merger and related matters. At the Zyla Special Meeting, which will be held on May 19, 2020 at 10:00 a.m., Eastern Time, virtually at http://www.envisionreports.com/ZCOR, unless postponed or adjourned to a later date, we will ask Zyla's stockholders to, among other things, approve the Merger Agreement.

        Zyla's board of directors determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger) are fair to and in the best interests of Zyla and its stockholders and recommends that Zyla's stockholders vote (i) "FOR" the proposal to adopt the Merger Agreement, (ii) "FOR" the proposal to approve the adjournment from time to time of the Zyla Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Zyla Special Meeting or any adjournment or postponement thereof and (iii) "FOR" the proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid or provided by Zyla to its named executive officers in connection with the Merger.

        More information about Zyla, Assertio and the proposed transactions are contained in this Joint Proxy Statement/Prospectus. Zyla and Assertio urge you to read this Joint Proxy Statement/Prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS" BEGINNING ON PAGE 34.


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        We are excited about the opportunities the Merger brings to Zyla stockholders, and thank you for your consideration and continued support.

    Todd N. Smith
President and Chief Executive Officer
Zyla Life Sciences

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Joint Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

        This Joint Proxy Statement/Prospectus is dated                        , 2020, and is first being mailed to Zyla and Assertio stockholders on or about                        , 2020.


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ZYLA NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

LOGO


600 Lee Road, Suite 100
Wayne, PA 19087

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS
Online Meeting Only—No Physical Meeting Location
To Be Held on May 19, 2020

Dear Stockholder of Zyla Life Sciences:

        On behalf of the board of directors of Zyla Life Sciences, a Delaware corporation (referred to as "Zyla"), Zyla is pleased to deliver this Joint Proxy Statement/Prospectus for the proposed Merger (referred to as the "Merger"), pursuant to which Zebra Merger Sub, Inc., a Delaware corporation (referred to as "Merger Sub") and a wholly-owned subsidiary of Assertio Holdings, Inc., a Delaware corporation (formerly named Alligator Zebra Holdings, Inc., "Assertio Holdings"), will merge with and into Zyla, with Zyla continuing as the surviving company and as a wholly-owned subsidiary of Assertio Holdings. Prior to the consummation of the Merger, Assertio Therapeutics, Inc., a Delaware corporation (referred to as "Assertio") intends to effect a reorganization merger (referred to as the "Assertio Reorganization") pursuant to which Assertio will become a wholly-owned subsidiary of Assertio Holdings and Assertio Holdings will assume Assertio's listing on the Nasdaq Stock Market.

        The virtual Zyla special stockholder meeting in connection with the Merger (the "Zyla Special Meeting") will be held on May 19, 2020 at 10:00 a.m., Eastern Time. The virtual Zyla Special Meeting can be accessed by visiting http://www.envisionreports.com/ZCOR, where you will be able to listen to the meeting live, submit questions and vote online. If you plan to participate in the virtual Zyla Special Meeting, please see the instructions beginning on page 206 of this Joint Proxy Statement/Prospectus. There will be no physical location for stockholders to attend. Stockholders may only participate online by logging in at http://www.envisionreports.com/ZCOR. Zyla believes that a virtual special meeting provides greater access to those who may want to join and therefore has chosen this over an in-person meeting.

        At the Zyla Special Meeting, you will be asked to consider and vote upon the following proposals:

    1.
    To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 16, 2020 (as it may be amended from time to time, referred to as the "Merger Agreement"), by and among Zyla, Assertio, Assertio Holdings, Merger Sub and Alligator Merger Sub, Inc., a Delaware corporation, a copy of which is attached as Annex A to this Joint Proxy Statement/Prospectus, which is referred to as the "Merger Agreement Proposal";

    2.
    To consider and vote on a proposal to approve the adjournment from time to time of the Zyla Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Zyla Special Meeting or any adjournment or postponement thereof, which is referred to as the "Zyla Adjournment Proposal"; and

    3.
    To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid or provided by Zyla to its named executive officers in connection with the Merger which is referred to in this notice as the "Zyla Compensation Advisory Proposal".

        Zyla's board of directors has fixed April 15, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Zyla Special Meeting and any adjournment or postponement thereof. Only holders of record of shares of common stock of Zyla, $0.001 par value per share ("Zyla Common Stock") at the close of business on the record date are entitled to notice of, and


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to vote at, the Zyla Special Meeting. At the close of business on the record date, Zyla had            shares of Zyla Common Stock outstanding and entitled to vote.

        Zyla's board of directors determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger) are fair to and in the best interests of Zyla and its stockholders and recommends that Zyla's stockholders vote (i) "FOR" the Merger Agreement Proposal, (ii) "FOR" the Zyla Adjournment Proposal and (iii) "FOR" the Zyla Compensation Advisory Proposal.



Important Notice Regarding the Availability of Proxy Materials for the Special Stockholders' Meeting to Be Held on
May 19, 2020 at 10:00 a.m., Eastern Time

The proxy statement is
available at http://www.envisionreports.com/ZCOR.



    By Order of the Board of Directors,

 

 

 
    Megan Timmins
Senior Vice President, General Counsel & Secretary

Wayne, Pennsylvania
                , 2020

You are cordially invited to join the virtual meeting. Whether or not you expect to join the meeting, please complete, date, sign and return the proxy card, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote during the virtual meeting via the virtual meeting website http://www.envisionreports.com/ZCOR, where stockholders may vote and submit questions during the meeting. Instructions on how to join and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://www.envisionreports.com/ZCOR. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote during the meeting, you must obtain a proxy issued in your name from that record holder. Your broker, bank or nominee cannot vote your shares for any proposals deemed "non-routine" unless you provide voting instructions. Therefore, if your shares are held by a broker, bank or other nominee, Zyla highly encourages you to instruct them regarding how to vote your shares.


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TABLE OF CONTENTS

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

  1

WHERE YOU CAN FIND ADDITIONAL INFORMATION

  3

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

  4

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND STOCKHOLDER MEETINGS

  5

GENERAL QUESTIONS AND ANSWERS FOR ASSERTIO STOCKHOLDERS AND ZYLA STOCKHOLDERS

  5

QUESTIONS AND ANSWERS FOR ASSERTIO STOCKHOLDERS

  7

QUESTIONS AND ANSWERS FOR ZYLA STOCKHOLDERS

  14

CHAPTER I—THE MERGER

  22

SUMMARY

  22

The Transactions

  22

Information About Assertio and Zyla

  23

Governmental and Regulatory Matters

  26

Appraisal Rights

  26

Risk Factors

  26

The Stockholder Meetings

  26

Board Recommendations

  27

Summary Historical Consolidated Financial Information of Assertio

  28

Summary Historical Consolidated Financial Information of Zyla

  29

Summary Unaudited Pro Forma Condensed Combined Financial Information

  30

Comparative Historical and Unaudited Condensed Combined Pro Forma Per Share Information

  31

COMPARATIVE STOCK PRICE DATA AND DIVIDENDS

  33

RISK FACTORS

  34

Risks Relating to the Merger

  34

Risks Relating to Assertio Holding's Operations After the Consummation of the Merger

  42

Additional Risks Relating to Zyla

  42

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

  87

THE MERGER

  88

General Description

  88

Merger Consideration

  88

Background of the Merger

  88

Assertio's Reasons for the Merger and the Share Issuance

  98

Zyla's Reasons for the Merger

  100

Certain Unaudited Projections of Assertio

  106

Certain Unaudited Projections of Zyla

  109

Opinion of Assertio's Financial Advisor

  113

Opinion of Zyla's Financial Advisor

  123

Interests of Assertio's Directors and Officers in the Merger

  135

Interests of Zyla's Directors and Officers in the Merger

  138

Material Differences in Rights of Assertio Holdings Stockholders and Zyla Stockholders

  142

Appraisal Rights and Dissenters' Rights of Zyla Stockholders

  151

Appraisal Rights and Dissenters' Rights of Assertio Stockholders

  155

Governmental and Regulatory Matters

  155

Accounting Treatment

  156

Deregistration of Zyla Common Stock; Exchanging Certificates

  156

Listing of Assertio Holdings Common Stock

  156

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

  157

THE AGREEMENT AND PLAN OF MERGER

  161

The Merger

  161

Consideration in the Merger

  161

Closing and Effective Times of the Merger

  161

Directors, Executive Officers and Certain Governance Matters of Assertio Holdings

  161

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Treatment of Zyla Stock Options and Other Stock-Based Awards and Zyla Warrants

  162

Cancellation of Shares

  162

Procedures for Exchange of Certificates; Fractional Shares; Dividends and Distributions

  162

Certain Representations and Warranties

  163

Material Adverse Effect

  164

Conduct of Zyla's Businesses Pending the Transactions

  165

Conduct of Assertio's Businesses Pending the Transactions

  168

Restrictions on Zyla's Solicitations of Acquisition Proposals

  170

Restrictions on Assertio's Solicitations of Acquisition Proposals

  172

Director and Officer Indemnification and Insurance

  173

Employee Benefits

  173

Other Covenants and Agreements

  174

Stock Exchange Listing

  174

Conditions to the Merger

  174

Termination

  175

Fees and Expenses Payable if the Merger Agreement is Terminated

  176

Amendment

  177

Tax Treatment

  177

ANCILLARY AGREEMENTS

  178

Voting and Support Agreement

  178

Lock-up Agreement

  178

Supplemental Indenture

  178

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  180

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

  182

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

  183

BENEFICIAL OWNERSHIP OF ASSERTIO

  198

BENEFICIAL OWNERSHIP OF ZYLA

  201

DESCRIPTION OF ASSERTIO HOLDINGS CAPITAL STOCK

  204

LEGAL MATTERS

  205

EXPERTS

  205

Assertio Holdings

  205

Zyla

  205

CHAPTER II—INFORMATION ABOUT THE ASSERTIO ANNUAL MEETING AND OTHER PROPOSALS

  206

GENERAL INFORMATION

  206

Virtual Meeting Date and Time

  206

Registering for the Virtual Annual Meeting

  207

Submitting Questions for the Virtual Annual Meeting

  207

How to Vote

  208

Approving the Assertio Proposals

  208

The Assertio Board's Recommendations

  209

BOARD OF DIRECTORS AND DIRECTOR NOMINEES

  210

CORPORATE GOVERNANCE

  215

Board and Board Committees

  215

Director Nominations

  219

Communications With Directors

  220

Compensation Committee Interlocks And Insider Participation

  221

Code of Ethics

  221

Environmental, Social And Governance Matters

  221

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  223

EXECUTIVE OFFICERS

  223

EXECUTIVE COMPENSATION

  224

COMPENSATION DISCUSSION AND ANALYSIS

  224

COMPENSATION COMMITTEE REPORT

  234

Table of Contents

SUMMARY COMPENSATION TABLE

  235

GRANTS OF PLAN-BASED AWARDS

  236

DESCRIPTION OF PLAN-BASED AWARDS

  236

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  237

OPTION EXERCISES AND STOCK VESTED

  238

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  238

DIRECTOR COMPENSATION

  241

CEO PAY RATIO

  243

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

  244

AUDIT RELATED MATTERS

  245

Audit Committee Report

  245

Fees Paid to Independent Registered Public Accounting Firm

  245

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

  246

ASSERTIO PROPOSALS

  247

ASSERTIO PROPOSAL 1—APPROVAL OF THE ISSUANCE OF SHARES IN THE MERGER

  247

ASSERTIO PROPOSAL 2—ELECTION OF DIRECTORS

  248

ASSERTIO PROPOSAL 3—APPROVAL TO INCREASING IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN

  249

ASSERTIO PROPOSAL 4—APPROVAL TO INCREASE IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE AMENDED AND RESTATED 2004 EMPLOYEE STOCK PURCHASE PLAN

  260

ASSERTIO PROPOSAL 5—THE REVERSE STOCK SPLIT PROPOSAL

  264

ASSERTIO PROPOSAL 6—ADVISORY VOTE APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

  272

ASSERTIO PROPOSAL 7—ADVISORY VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

  273

ASSERTIO PROPOSAL 8—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  274

ASSERTIO PROPOSAL 9—ADJOURNMENT OF THE ASSERTIO ANNUAL MEETING

  275

OTHER MATTERS

  276

CHAPTER III—INFORMATION ABOUT THE ZYLA SPECIAL MEETING AND OTHER PROPOSALS

  278

THE ZYLA SPECIAL MEETING

  278

Date and Time

  278

Purpose

  278

Recommendation of Zyla's board of directors of Directors

  278

Zyla Record Date; Outstanding Shares; Stockholders Entitled to Vote

  279

Quorum

  279

Required Vote

  279

Stock Ownership of and Voting by Zyla Directors and Executive Officers

  280

Voting of Shares

  280

Revocability of Proxies; Changing Your Vote

  282

Solicitation of Proxies; Expenses of Solicitation

  282

Householding

  283

Adjournment

  283

Other Information

  284

Assistance

  284

ZYLA BUSINESS, PROPERTIES AND LEGAL PROCEEDINGS

  285

Overview

  285

Strategy

  285

Market Opportunity for Non-Steroidal Anti-Inflammatory Drugs (NSAIDs)

  286

Zyla's Products

  286

Table of Contents

U.S. Commercialization Strategy

  287

Business Development

  287

Global Partnerships

  288

Product Candidates and Proprietary Guardian Technology Platform

  288

Manufacturing

  288

Intellectual Property

  289

Competition

  290

Government Regulation

  290

Employees

  303

Available Information

  303

Property

  303

Legal Proceedings

  303

Market Information

  305

Stockholders

  305

Securities Authorized for Issuance Under Equity Compensation Plans

  305

Dividend Policy

  306

SELECTED FINANCIAL DATA

  307

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  309

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

  324

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  324

INFORMATION ABOUT ZYLA DIRECTORS AND OFFICERS OF THE COMBINED COMPANY

  325

EXECUTIVE COMPENSATION

  327

DIRECTOR COMPENSATION

  331

RELATED PARTY TRANSACTIONS

  333

PROPOSALS

  335

ZYLA PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

  335

ZYLA PROPOSAL 2: ADJOURNMENT OF THE ZYLA SPECIAL MEETING

  336

ZYLA PROPOSAL 3: ADVISORY VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

  337

ZYLA FINANCIAL EXHIBITS

  F-1

ANNEX A

  A-1

ANNEX B

  B-1

ANNEX C

  C-1

ANNEX D

  D-1

ANNEX E

  E-1

ANNEX F

  F-1

ANNEX G

  G-1

ANNEX H

  H-1

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This Joint Proxy Statement/Prospectus is being provided to each of the stockholders of Assertio Therapeutics, Inc. ("Assertio Therapeutics" or "Assertio") and Zyla Life Sciences ("Zyla") in connection with a proposed merger of the two companies (the "Merger"). Both companies require stockholder approval to proceed with the proposed Merger, as described in greater detail in this Joint Proxy Statement/Prospectus. Assertio stockholders will vote on Merger-related proposals at their 2020 Annual Meeting of Stockholders (the "Assertio Annual Meeting"), whereas Zyla is calling a special meeting of its stockholders (the "Zyla Special Meeting") to obtain its required approval.

        The Agreement and Plan of Merger, dated as of March 16, 2020, by and among Assertio, Zyla, Assertio Holdings, Inc. (formerly known as Alligator Zebra Holdings, Inc., "Assertio Holdings") and other parties party thereto (the "Merger Agreement") and the proposed Merger are described in further detail in "Chapter I—The Merger." In accordance with the terms of the Merger Agreement, and preceding the consummation of the Merger, Assertio Therapeutics will implement a holding company reorganization in accordance with applicable law (the "Assertio Reorganization"). As a result of the Assertio Reorganization, Assertio Therapeutics will become a wholly-owned subsidiary of Assertio Holdings, and Assertio Holdings will assume Assertio Therapeutics' listing on The Nasdaq Stock Market LLC ("Nasdaq") at which time holders of shares of common stock of Assertio Therapeutics, par value $0.0001 per share ("Assertio Therapeutics Common Stock"), will have their shares automatically converted one-for-one into shares of common stock of Assertio Holdings, par value $0.0001 per share ("Assertio Holdings Common Stock"). Zebra Merger Sub, Inc. ("Merger Sub"), a subsidiary of Assertio Holdings, Inc., will then merge with and into Zyla with Zyla surviving the Merger, such that following the Merger, immediately following the effective time of the Merger (the "Effective Time"), Assertio Therapeutics and Zyla will be wholly-owned subsidiaries of Assertio Holdings. Immediately following the Merger, Assertio may be merged with and into a newly-formed Delaware limited liability company and a direct, wholly-owned subsidiary of Assertio Holdings with the limited liability company surviving (the "Assertio Therapeutics LLC Conversion") and Zyla may be merged with and into a newly-formed Delaware limited liability company that is a direct, wholly-owned subsidiary of Assertio Holdings, with the limited liability company surviving (the "Zyla LLC Conversion").

        As used herein, the terms "Assertio" and "Assertio Common Stock" mean Assertio Therapeutics, Inc. and Assertio Therapeutics Common Stock, respectively, prior to the Assertio Reorganization and Assertio Holdings, Inc. and Assertio Holdings Common Stock, respectively, following the Assertio Reorganization. This Joint Proxy Statement/Prospectus may at times also, when appropriate in context, refer specifically to "Assertio Therapeutics" or "Assertio Holdings" and "Assertio Therapeutics Common Stock" and "Assertio Holdings Common Stock." The term "Assertio Annual Meeting" refers to Assertio's 2020 Annual Meeting.

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        This Joint Proxy Statement/Prospectus is organized into three chapters:

Chapter I
The Merger:
  Provides summary and detailed information about the Merger Agreement and the proposed Merger, including the issuance of shares of Assertio Common Stock in the Merger. Zyla stockholders will consider and vote upon a proposal to adopt the Merger Agreement at the Zyla Special Meeting. Assertio stockholders will consider and vote upon a proposal to approve the issuance of shares of Assertio Holdings Common Stock to Zyla in connection with the Merger at the Assertio Annual Meeting.

Chapter II
Information About the Assertio Annual Meeting and Proposals:

 

Provides information about the Assertio Annual Meeting, the matters that Assertio stockholders will vote on at the Assertio Annual Meeting, including the issuance of shares of Assertio Holdings Common Stock in the Merger, the election of directors, a reverse stock split proposal, say-on-pay proposals, the ratification of Assertio's independent auditor, an amendment to Assertio's Amended and Restated 2014 Omnibus Incentive Plan and an amendment to the Assertio Amended and Restated Employee Stock Purchase Plan, copies of which are attached as Annex G and Annex H, respectively, to this Joint Proxy Statement/Prospectus. Chapter II also discusses how Assertio stockholders may vote or grant a proxy and the vote required to adopt each proposal to be presented. Zyla stockholders will not vote on these matters.

Chapter III
Information About the Zyla Special Meeting and Proposals:

 

Provides information about the Zyla Special Meeting and the matters that Zyla stockholders will vote on at the Zyla Special Meeting, including the adoption of the Merger Agreement. Chapter III also discusses how Zyla stockholders may vote or grant a proxy and the vote required to adopt each proposal to be presented. Assertio stockholders will not vote on these matters.

        This Joint Proxy Statement/Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy or a written consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this Joint Proxy Statement/Prospectus regarding Assertio Therapeutics and Assertio Holdings has been provided by Assertio and information contained in this Joint Proxy Statement/Prospectus regarding Zyla has been provided by Zyla.

YOU SHOULD READ THIS JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY
BEFORE YOU VOTE YOUR SHARES.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

        This Joint Proxy Statement/Prospectus incorporates by reference important business and financial information about Assertio that is not included in or delivered with this Joint Proxy Statement/Prospectus, which is available without charge from the U.S. Securities and Exchange Commission's (the "SEC") website at www.sec.gov. See "Incorporation of Certain Information by Reference" on page 4. Copies of documents related to Assertio may also be obtained without charge from the Internet at www.assertiotx.com, under the "Investors" section, by contacting Assertio Therapeutics, Inc., 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045, Attn: Investor Relations, or by calling (224) 419-7106. If you wish to obtain any of these documents from Assertio you should make your request no later than May 12, 2020 to ensure timely delivery.

        Copies of documents related to Zyla, including Zyla's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, ownership reports for insiders and any amendments to these reports filed with or furnished to the SEC are available free of charge on the SEC's website at www.sec.gov. These documents may also be obtained without charge under the "Investor Relations" section of Zyla's Internet website at www.zyla.com as soon as reasonably practicable after filing with the SEC, by contacting Zyla at Zyla Life Sciences, Attn: Secretary, 600 Lee Road, Suite 100, Wayne, PA 19087 or by calling (610) 833-4200.

        Assertio has appointed Innisfree M&A Incorporated as proxy solicitor for the Joint Proxy Statement/Prospectus solicitation. Any questions about the Merger, requests for additional copies of documents or assistance voting your shares may be directed to Innisfree M&A Incorporated by telephone toll-free at (877) 717-3930 (banks and brokers may call collect at (212) 750-5833.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        Assertio files annual, quarterly and current reports, proxy statements and other information with the SEC. Assertio's SEC filings are available to the public from commercial retrieval services and are available at the Internet website maintained by the SEC at www.sec.gov. The filings are also available on Assertio's website at http://www.assertiotx.com. The information contained in Assertio's website does not constitute a part of this Joint Proxy Statement/Prospectus.

        Assertio is "incorporating by reference" into this Joint Proxy Statement/Prospectus the information in certain documents that Assertio previously filed with the SEC, which means that Assertio can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this Joint Proxy Statement/Prospectus. Any reports filed by Assertio on or after the date of this Joint Proxy Statement/Prospectus supersede any information contained, or incorporated by reference, herein. Assertio incorporates by reference in this Joint Proxy Statement/Prospectus the documents listed below and any filings on or after the date hereof that Assertio makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K. The future filings with the SEC made by Assertio will automatically update and supersede any inconsistent information in this Joint Proxy Statement/Prospectus and any earlier dated incorporated document.

        This Joint Proxy Statement/Prospectus does not incorporate by reference any documents or portions thereof or exhibits thereto specifically listed above that are deemed furnished and not filed with the SEC.

        You may also request a copy of any or all of the documents referred to above that have been or will be incorporated by reference into this Joint Proxy Statement/Prospectus (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to Assertio at 100 South Saunders Road, Suite 300, Lake Forest, Illinois, 60045, and Assertio's telephone number is (224) 419-7106.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND STOCKHOLDER MEETINGS

General Questions and Answers for Assertio Stockholders and Zyla Stockholders

Q:
What are the proposed Transactions?

A:
Assertio, certain of Assertio Therapeutics' subsidiaries, and Zyla entered into the Merger Agreement, which is attached to this Joint Proxy Statement/Prospectus as Annex A. The Merger Agreement provides for a business combination of Assertio Therapeutics and Zyla by means of a two-step merger process. As a result of the transactions contemplated by the Merger Agreement, Assertio Therapeutics' and Zyla's respective businesses will be owned by a new holding company, which we refer to as "Assertio Holdings" or the "combined company." We sometimes refer to the Merger and the other transactions contemplated by the Merger Agreement, taken as a whole, as the "transactions."

    In the first merger, a subsidiary of Assertio Holdings formed specifically for the purpose of effectuating the transactions will merge with and into Assertio Therapeutics. Assertio Therapeutics will be the surviving company in this merger and will become a wholly-owned subsidiary of Assertio Holdings. We refer to this first merger as the "Assertio Reorganization." Following consummation of the Assertio Reorganization, Assertio Therapeutics may be merged with and into a newly-formed Delaware limited liability company that is a direct wholly-owned subsidiary of Assertio Holdings with the limited liability company surviving (the "Assertio LLC Conversion").

    In the second merger, which will occur simultaneously or promptly following the Assertio Reorganization, a second subsidiary of Assertio Holdings, also formed specifically for the purpose of effectuating the transactions, will merge with and into Zyla. Zyla will be the surviving company in this merger and will become a wholly owned subsidiary of Assertio Holdings. We refer to this merger as the "Merger." Following the consummation of the Merger, Zyla may be merged with and into a newly-formed Delaware limited liability company that is a direct wholly-owned subsidiary of Assertio Holdings, with the limited liability company surviving (the "Zyla LLC Conversion").

    Upon completion of the Assertio Reorganization, Assertio Holdings will assume Assertio's listing on Nasdaq under Assertio Therapeutics' current ticker symbol, "ASRT." At the Effective Time, we expect that the former Assertio Therapeutics stockholders will hold approximately 68%, and that former Zyla stockholders will hold approximately 32% of the outstanding shares of Assertio Holdings Common Stock, calculated on a fully-diluted basis (treasury-stock method), immediately following the completion of the transactions.

Q:
Why is the Merger and the issuance of shares of Assertio Holdings Common Stock in the Merger being proposed?

A:
After careful consideration, Assertio Therapeutics' board of directors and Zyla's board of directors each determined that it is advisable and in the best interests of the Assertio Therapeutics stockholders and Zyla stockholders, respectively, to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated thereby. Therefore, after such consideration, each of Assertio Therapeutics' board of directors and Zyla's board of directors approved the Merger Agreement and declared that the transactions are in the best interests of the Assertio Therapeutics stockholders and Zyla stockholders, respectively. In reaching their respective decisions, each board of directors consulted with its management, as well as its legal and financial advisors, and considered its fiduciary obligations, due diligence matters and the terms of the Merger Agreement. Each of Assertio's and Zyla's management believes that:

combining Assertio Therapeutics with Zyla is expected to establish the largest portfolio of branded NSAIDs in the United States, significantly enhancing the competitive position of the

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      combined company by providing increased scale and broader commercial reach, and provide opportunities to expand into new therapeutic areas;

    the combined company will have a stronger financial position than either Assertio Therapeutics or Zyla on a stand-alone basis, with attractive pro forma revenues, 2020 non-GAAP adjusted EBITDA margin expected to be greater than 25% and anticipated 2020 debt to EBITDA leverage of two times; and

    the Merger of Zyla with Assertio is expected to provide potential synergies of at least $40 million annually resulting from the transaction, and the anticipated increase in salesforce productivity from complementary call points of Assertio Therapeutics and Zyla.

    See "The Merger—Assertio's Reasons for the Merger and the Share Issuance" beginning on page 98 and "The Merger—Zyla's Reasons for the Merger" beginning on page 100.

Q:
What will happen if the Merger is completed?

A:
If the Merger is completed, Assertio Holdings will acquire Zyla through the merger of Merger Sub, a wholly-owned subsidiary of Assertio Holdings, with and into Zyla. Zyla will be the surviving corporation in the Merger. After the Merger, Zyla will continue as a wholly-owned subsidiary of Assertio Holdings. Following the consummation of the Merger, Zyla may be merged with and into a newly-formed Delaware limited liability company that is a direct, wholly-owned subsidiary of Assertio Holdings, with the limited liability company surviving, and Assertio Therapeutics may be merged with and into a newly-formed Delaware limited liability company that is a direct, wholly-owned subsidiary of Assertio Holdings, with the limited liability company surviving.

Q:
When will the Merger be completed?

A:
The Merger will be completed when the conditions described below under "The Agreement and Plan of Merger—Conditions to the Merger" are satisfied or waived, as permitted by the Merger Agreement and applicable law, and the related certificate of merger has been filed with the Secretary of State of the State of Delaware. Assertio and Zyla currently expect that the Merger can be completed by mid-2020. There can be no guarantee, however, as to when all conditions to the Merger will be satisfied and the completion of the Merger will occur, if at all. See "Risk Factors—Risks Relating to the Merger" beginning on page 34.

Q:
Who will be the directors of Assertio Holdings following the Merger?

A:
Upon the completion of the Merger, Assertio Holdings is expected to have a board of directors of nine directors, comprised of (a) Arthur Higgins, as the non-executive chairman of the board of directors, and Heather L. Mason, William T. McKee, Peter D. Staple, James L. Tyree, David E. Wheadon, each as an Assertio designee, and (b) Todd N. Smith, Timothy P. Walbert, as the lead independent director of the board of directors, and Andrea Heslin Smiley, each as a Zyla designee. The aforementioned board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee, in accordance with the rules of Nasdaq.

Q:
Who will be the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of Assertio Holdings following the Merger?

A:
Upon completion of the Merger, it is expected that Todd N. Smith will be Chief Executive Officer of Assertio Holdings, with Daniel A. Peisert as its Chief Financial Officer and Mark Strobeck as its Chief Operating Officer.

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Questions and Answers for Assertio Stockholders

IMPORTANT INFORMATION FOR ASSERTIO STOCKHOLDERS
THAT PLAN TO ATTEND THE ASSERTIO ANNUAL MEETING ONLINE

Stockholders of record of Assertio's Common Stock at the close of business on April 15, 2020 can join the Assertio Annual Meeting by visiting https://www.cstproxy.com/assertiotx/2020, where stockholders may vote and submit questions during the meeting. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to have the 16-digit control number assigned to them by Continental Stock Transfer and follow the applicable instructions enclosed in this Joint Proxy Statement/Prospectus. The virtual meeting will begin promptly at 1:00 p.m. Central Time on May 19, 2020.

Q:
Why am I receiving these materials?

A:
Assertio has made these materials available to you in connection with Assertio's solicitation of proxies for use at the Assertio Annual Meeting to be held on May 19, 2020 at 1:00 p.m. Central Time, and at any adjournments or postponements thereof. Assertio invites you to attend the Assertio Annual Meeting online and requests that you vote on the proposals described in this Joint Proxy Statement/Prospectus.

Q:
How do I attend the virtual Assertio Annual Meeting?

A:
The Assertio Annual Meeting will be a virtual meeting conducted exclusively via live webcast starting at 1:00 p.m. Central Time. You will be able to attend the Assertio Annual Meeting online, submit your questions during the meeting and vote your shares electronically at the meeting by going to https://www.cstproxy.com/assertiotx/2020 and entering your 16-digit control number, which is included on the proxy card or voting instruction form that you received. Because the Assertio Annual Meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

    In light of the rapidly changing developments related to coronavirus (COVID-19), Assertio is pleased to offer its stockholders a completely virtual Assertio Annual Meeting, which provides worldwide access and communication, while protecting the health and safety of Assertio stockholders, directors, management and other stakeholders. Assertio is committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Assertio will try to answer as many stockholder-submitted questions as time permits that comply with the Assertio Annual Meeting rules of conduct. However, Assertio reserves the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If substantially similar questions are received, Assertio will group such questions together and provide a single response to avoid repetition.

Q:
Do I need to register to attend the Assertio Annual Meeting?

A:
Yes. Pre-registration at https://www.cstproxy.com/assertiotx/2020 is recommended but is not required in order to attend.

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    Any stockholder wishing to attend the virtual annual meeting should register for the meeting before it begins. To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership Assertio Common Stock:

    If your shares are registered in your name with Assertio's transfer agent and you wish to attend the online-only virtual meeting, go to www.cstproxy.com/assertiotx/2020, enter the control number you received on your proxy card or notice of the meeting and click on the "Click here to preregister for the online meeting" link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

    Beneficial Stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the virtual meeting. After contacting Continental a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental at least five (5) business days prior to the meeting date.

Q:
Do I have the option to call in to the Assertio Annual Meeting instead of attending the live webcast?

    Yes. Assertio's stockholders will also have the option to call in to the virtual meeting and listen by telephone by calling:

    Optional telephone access (listen-only):
    Within the U.S. and Canada: +1 866-894-0536 (toll-free)
    Outside of the U.S. and Canada: +1 312-780-0854 (standard rates apply)

    Passcode for telephone access:
    25749471#

Q:
How do I submit questions for the Virtual Annual Meeting?

A:
Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able submit questions before and during the meeting through the virtual meeting portal by typing in the "Submit a question" box. You can also submit any questions by emailing the company at corpgov@assertiotx.com.

Q:
Who do I contact if I am encountering difficulties attending the meeting online?

A:
If you encounter any difficulties during the check-in process or during the meeting, please call (917) 262-2373, and a technician will be ready to assist you.

Q:
What items will be voted on at the Assertio Annual Meeting?

A:
Stockholders will vote on the following items at the Annual Meeting:

1.
To approve the issuance of shares of Assertio Holdings Common Stock in connection with the Merger with Zyla, as described in greater detail in Chapter I of this Joint Proxy Statement/Prospectus.

2.
To elect the nine directors of Assertio named in this Joint Proxy Statement/Prospectus to serve until the 2021 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, including in connection with the closing of the Merger.

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    3.
    To approve an increase in the number of shares available for issuance under Assertio's Amended and Restated 2014 Omnibus Incentive Plan, a copy of which is attached as Annex G to this Joint Proxy Statement/Prospectus. If the proposal to issue stock in connection with the Merger (Proposal 1) is not approved, the proposal to increase the number of shares available under Assertio's Amended and Restated 2014 Omnibus Incentive Plan will be automatically withdrawn.

    4.
    To approve an increase in the number of shares available for issuance under Assertio's Amended and Restated 2004 Employee Stock Purchase Plan, a copy of which is attached as Annex H to this Joint Proxy Statement/Prospectus.

    5.
    To approve an amendment to Assertio's certificate of incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-4.

    6.
    To approve, on an advisory basis, the compensation of Assertio's named executive officers.

    7.
    To approve, on an advisory basis, Merger-related executive compensation arrangements.

    8.
    To ratify the appointment of Ernst & Young LLP as Assertio's independent registered public accounting firm for the fiscal year ended December 31, 2020.

    9.
    To approve the adjournment from time to time of the Assertio Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the proposal to issue stock in connection with the Merger (Proposal 1) at the time of the Assertio Annual Meeting or any adjournment or postponement thereof.

    10.
    To transact such other business as may properly come before the Assertio Annual Meeting and any adjournments or postponements thereof.

Q:
What are the Assertio board of director's voting recommendations?

A:
The Assertio board of directors recommends that you vote "FOR" each of the proposals and each director nominee.

Q:
How will I be affected by the Assertio Reorganization, the Merger and related share issuance?

A:
Under the Merger Agreement, the Assertio Reorganization will occur shortly prior to the Merger. After the Assertio Reorganization, each share of Assertio Therapeutics Common Stock will automatically be converted into one share of Assertio Holdings Common Stock. Assertio Holdings Common Stock will be listed on Nasdaq under Assertio Therapeutics' current ticker symbol, "ASRT." You will have the same number of shares of Assertio Holdings Common Stock as shares of Assertio Common Stock that you had immediately prior to the Assertio Reorganization. However, because Assertio Holdings will be issuing new shares of Assertio Holdings Common Stock to Zyla stockholders in the Merger, each outstanding share of Assertio Holdings Common Stock immediately prior to the Merger will represent a smaller percentage of the aggregate number of shares of Assertio Holdings Common Stock issued and outstanding after the Merger. For United States federal income tax purposes, it is intended that either (i) each of the Assertio Reorganization (together with the Assertio LLC Conversion, if any) and the Merger (together with the Zyla LLC Conversion, if any) qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code, or (ii) such transactions taken together qualify as a transaction governed by Section 351 of the Code. Assuming that each of the transactions so qualify, Assertio stockholders who exchange their Assertio Common Stock solely for shares of Assertio Holdings Common Stock pursuant to such transactions, in each case, will not recognize gain or loss for U.S. federal income tax purposes, other than gain or loss attributable to the receipt of cash in lieu of fractional shares of Assertio Holdings common stock. Tax matters are very complicated, and the tax consequences of the Merger to a particular Assertio stockholder will

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    depend on such stockholder's circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For more information, please see the section titled "Material U.S. Federal Income Tax Consequences of the Mergers."

Q:
What rights will I have as an Assertio Holdings stockholder following the completion of the Assertio Reorganization?

A:
Assertio Therapeutics and Assertio Holdings are both Delaware corporations, and, as part of the Assertio Reorganization, Assertio Holdings will be adopting substantially the same forms of Certificate of Incorporation and Bylaws of Assertio Therapeutics. Consequently, as a stockholder of Assertio Holdings following the completion of the Merger, you will have the same rights as an Assertio Holdings stockholder as you currently do as an Assertio Therapeutics stockholder.

Q:
What should I do now in order to vote on the proposals to be voted on at the Assertio Annual Meeting?

A:
After carefully reading and considering the information contained in this Joint Proxy Statement/Prospectus, please mark, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible so that your shares may be represented at the Assertio Annual Meeting. You may also cast your vote by attending the virtual Assertio Annual Meeting or by voting your shares via the Internet or by telephone by following the instructions on the back of your proxy card.

Q:
Who is entitled to vote and how do I vote?

A:
Only holders of record of Assertio Common Stock at the close of business on April 15, 2020 (the "Record Date") are entitled to attend (virtually) and to vote at the Assertio Annual Meeting. Each share is entitled to one vote on each matter presented at the Assertio Annual Meeting. Assertio stockholders do not have cumulative voting rights. As of the Record Date, there were 81,344,829 shares of common stock outstanding.

    To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual Assertio Annual Meeting in person. Assertio stockholders of record may vote online at the Assertio Annual Meeting by following the instructions available on the meeting website during the meeting or by mail, using the paper proxy card. All proxy cards received by Assertio that are properly signed and have not been revoked will be voted in accordance with the instructions contained in the proxy cards. If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted "FOR" each of the nominees to the Assertio board of directors listed on the proxy card under Proposal 2 and "FOR" Proposals 1, 3, 4, 5, 6, 7, 8, 9 and such other business as may come up. Beneficial owners may vote by telephone or online if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. For further instructions on voting, see your proxy card. If you vote by proxy using the paper proxy card, by telephone or online, the shares represented by the proxy will be voted in accordance with your instructions. Please note, however, that if your shares are held in "street name" and you wish to vote at the Assertio Annual Meeting, you must obtain a legal proxy issued in your name from the broker, bank or other nominee of record. Without a valid proxy, beneficial holders cannot vote at the Assertio Annual Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf.

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Q:
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A:
Stockholder of Record. If your shares are registered directly in your name with Assertio's transfer agent, you are considered the stockholder of record with respect to those shares, and Assertio sent the proxy materials directly to you.

    Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in "street name," and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Assertio Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

Q:
What if I submit a proxy and later change my mind?

A:
If you have given your proxy and later wish to revoke it, you may do so at any time before it is voted at the Assertio Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to Attn: Legal, Assertio at 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045 or (b) attending the virtual Assertio Annual Meeting and voting online. Attendance online at the Assertio Annual Meeting will not revoke a proxy unless the stockholder actually votes online during the virtual meeting.

Q:
What happens if other matters are raised at the Assertio Annual Meeting?

A:
Assertio is not aware, as of the date hereof, of any matters to be voted upon at the Assertio Annual Meeting other than those stated in this Joint Proxy Statement/Prospectus and the accompanying Notice of Annual Meeting of Stockholders. If any other matters are properly brought before the Assertio Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented by the proxy card in their discretion.

Q:
What constitutes a quorum?

A:
A majority of the outstanding shares of Assertio's Common Stock as of the Record Date, present in person or by proxy and entitled to vote at the Assertio Annual Meeting, constitutes a quorum. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

Q:
How is it determined whether a matter has been approved?

A:
Assuming a quorum is present, the approval of the matters specified in the Notice of Assertio Annual Meeting will be determined as follows:

For the election of directors in Proposal 2, each nominee will be elected if the number of votes cast for their election exceeds the number of votes cast against their election;

For the approval of an amendment to Assertio's certificate of incorporation in Proposal 5, the proposal must receive the affirmative vote of a majority of the total number of shares issued and outstanding as of the Record Date; and

For the approval of Proposals 1, 3, 4, 6, 7, 8, 9 and such other business as may come up, each proposal must receive the affirmative vote of a majority of the shares of Assertio's Common Stock, present online or by proxy and entitled to vote at the Assertio Annual Meeting.

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Q:
What vote of Assertio stockholders is required to approve the share issuance?

A:
The issuance of shares of Assertio Holdings Common Stock in the Merger requires the approval by a majority of the outstanding shares of Assertio Common Stock present and entitled to vote on the share issuance proposal at the Assertio Annual Meeting. This stockholder vote is required under the rules of Nasdaq because the aggregate number of shares of Assertio Holdings Common Stock to be issued to Zyla stockholders in the Merger will exceed 20% of the total number of shares of Assertio Holdings Common Stock issued and outstanding immediately prior to the completion of the Merger.

Q:
What are broker non-votes and abstentions?

A:
Broker non-votes occur when a broker has not received voting instructions from the beneficial owner of shares held in street name and the broker does not have discretionary authority to vote the shares. Abstentions occur when a stockholder who is present at the meeting, either in person on the meeting website or by proxy, affirmatively chooses not to vote on a proposal.

Q:
What effect does a broker non-vote or an abstention have?

A:
Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present. Broker non-votes and abstentions will have no effect on the outcome of the election of directors because broker non-votes and abstentions are not counted as votes cast for purposes of this proposal. Abstentions will have the same effect as a vote against any of the other matters specified in the Notice of Assertio Annual Meeting because abstentions are considered shares entitled to vote on these proposals. Broker non-votes will have no effect on such matters because they are not considered shares entitled to vote on these proposals. In order to minimize the number of broker non-votes, Assertio encourages you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in this Joint Proxy Statement/Prospectus.

Q:
What will happen if I abstain from voting on the share issuance proposal?

A:
Assuming the presence of a quorum for purposes of voting on the proposal to approve the issuance of shares of Assertio Holdings Common Stock in the Merger, an abstention will have the same effect as a vote against the proposal.

Q:
Do I have appraisal rights?

A:
No. Assertio stockholders will not have appraisal rights under Delaware law as a result of the Merger.

Q:
Where can I find the voting results of the Assertio Annual Meeting?

A:
The preliminary voting results will be announced at the Assertio Annual Meeting. The final voting results will be tallied by the Inspector of Election and published in a Current Report on Form 8-K, which Assertio is required to file with the SEC on or before the fourth business day following the Assertio Annual Meeting.

Q:
Who is paying for the cost of this proxy solicitation?

A:
The Assertio proxy card accompanying this Joint Proxy Statement/Prospectus is solicited by the Assertio board of directors. Assertio will pay all of the costs of soliciting proxies for the Assertio Annual Meeting. In addition to solicitation by mail, officers, directors and employees of Assertio may solicit proxies personally, or by telephone, without receiving additional compensation. Assertio has retained Innisfree M&A Incorporated (Innisfree), a proxy solicitation firm, to assist in the

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    solicitation of proxies in connection with the Assertio Annual Meeting. Assertio will pay Innisfree customary fees in connection with such engagement, which Assertio expects will be approximately $50,000 plus reasonable expenses. Assertio, if requested, will also pay brokers, banks and other fiduciaries that hold shares of common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders.

Q:
Who should I contact if I have questions?

A:
If you have any questions about this Joint Proxy Statement/Prospectus, the Merger Agreement, the Merger or the issuance of shares of Assertio Holdings Common Stock in the Merger or if you need additional copies of this Joint Proxy Statement/Prospectus or the enclosed proxy card, you should contact the Secretary of Assertio at 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045. Additionally, any questions about the Merger, requests for additional copies of documents, or assistance voting your shares may be directed to Innisfree M&A Incorporated by telephone toll-free at 1-877-717-3930 (banks and brokers may call collect at 1-212-750-5833).

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Questions and Answers for Zyla Stockholders

IMPORTANT INFORMATION FOR ZYLA STOCKHOLDERS
THAT PLAN TO ATTEND THE VIRTUAL ZYLA SPECIAL MEETING ONLINE

Any stockholder can join the virtual Zyla Special Meeting by visiting http://www.envisionreports.com/ZCOR, where stockholders may vote and submit questions during the meeting. Please have your 15-Digit Control Number to join the virtual Zyla Special Meeting. The virtual meeting will begin promptly at 10:00 a.m., Eastern Time on May 19, 2020.

Q:
What are Zyla stockholders being asked to consider and vote on?

A:
Zyla stockholders are being asked to consider and vote on the following three proposals:

to consider and vote on a proposal to adopt the Merger Agreement, which is referred to as the "Merger Agreement Proposal";

to consider and vote on a proposal to approve the adjournment from time to time of the Zyla Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal at the time of the Zyla Special Meeting or any adjournment or postponement thereof, which is referred to as the "Zyla Adjournment Proposal"; and

to consider and vote on a proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid or provided by Zyla to its named executive officers in connection with the Merger which is referred to in this notice as the "Zyla Compensation Advisory Proposal".

    The adoption of the Merger Agreement by Zyla stockholders is a condition to the obligations of Zyla and Assertio to complete the Merger. Neither the approval of the Zyla Adjournment Proposal nor the Zyla Compensation Advisory Proposal is a condition to the obligations of Zyla or Assertio to complete the Merger.

Q:
Does Zyla's board of directors recommend that the Zyla stockholders approve the Merger Agreement Proposal?

A:
Yes. Zyla's board of directors determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (together with the Zyla LLC Conversion, if any), are advisable, fair to and in the best interests of Zyla and its stockholders and recommends that Zyla stockholders vote "FOR" the Merger Agreement Proposal. See "Zyla Proposal 1: Adoption of the Merger Agreement" in this Joint Proxy Statement/Prospectus.

Q:
Does Zyla's board of directors recommend that the Zyla stockholders adopt the Zyla Adjournment Proposal?

A:
Yes. Zyla's board of directors recommends that Zyla stockholders vote "FOR" the Zyla Adjournment Proposal. See "Zyla Proposal 2: Adjournment of the Zyla Special Meeting" in this Joint Proxy Statement/Prospectus.

Q:
What is the Zyla Compensation Advisory Proposal and why am I being asked to vote on it?

A:
The SEC has adopted rules that require Zyla to seek an advisory (non-binding) vote on compensation that is tied to or based on completion of the Merger and that will or may be paid or provided by Zyla to its named executive officers in connection with the Merger.

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Q:
Does Zyla's board of directors recommend that Zyla stockholders approve, on an advisory (non-binding) basis, the Zyla Compensation Advisory Proposal?

A:
Yes. Zyla's board of directors recommends that Zyla stockholders vote "FOR" the Zyla Compensation Advisory Proposal. See "Zyla Proposal 3: Advisory Vote On Merger-Related Executive Compensation Arrangements" in this Joint Proxy Statement/Prospectus.

Q:
What happens if the Zyla Compensation Advisory Proposal is not approved?

A:
Approval of the Zyla compensation advisory proposal is not a condition to the obligations of Zyla or Assertio to complete the Merger. The vote is an advisory vote and is not binding on Zyla, the surviving company or Assertio. If the Merger is completed, the Merger-related compensation may be paid to Zyla's named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Zyla stockholders fail to approve the Zyla compensation advisory proposal.

Q:
What Zyla stockholder vote is required for the approval of each proposal at the Zyla Special Meeting?

A:
The following are the vote requirements for the proposals at the Zyla Special Meeting:

Adoption of the Merger Agreement:  The affirmative vote of the holders of a majority of the outstanding shares of common stock of Zyla, $0.001 par value per share (the "Zyla Common Stock") entitled to vote on this proposal. A Zyla stockholder's abstention from voting, the failure of a Zyla stockholder who holds their shares in "street name" through a broker, bank or other nominee to give voting instructions to that broker, bank or other nominee, or any other failure of a Zyla stockholder to vote, will have the same effect as a vote "AGAINST" this proposal.

Approval of the Zyla Adjournment Proposal (if necessary):

      Quorum Not Present:    If a quorum is not present at the Zyla Special Meeting, the affirmative vote of holders of a majority of the shares of Zyla Common Stock present online or represented by proxy at the Zyla Special Meeting. A Zyla stockholder's abstention from voting on the Zyla Adjournment Proposal will have the same effect as a vote "AGAINST" this proposal. The failure of a Zyla stockholder who holds his or her shares in "street name" through a broker, bank or other nominee to give voting instructions to that broker, bank or other nominee, or any other failure of a Zyla stockholder to vote, will have no effect on the approval of this proposal.

      Quorum Present:    If a quorum is present at the Zyla Special Meeting, the affirmative vote of the holders of a majority of the votes cast online or by proxy at the Zyla Special Meeting. A Zyla stockholder's abstention from voting on the Zyla Adjournment Proposal will have no effect on the approval of the proposal if a quorum is present. The failure of a Zyla stockholder who holds his, her or its shares in "street name" through a broker, bank or other nominee to give voting instructions to that broker, bank or other nominee, or any other failure of a Zyla stockholder to vote, will have no effect on the approval of this proposal.

    Approval of the Zyla Compensation Advisory Proposal:  The affirmative vote of the holders of a majority of the votes cast online or by proxy at the Zyla Special Meeting. Accordingly, a Zyla stockholder's abstention from voting will have no effect on the approval of this proposal. The failure of a Zyla stockholder who holds his, her or its shares in "street name" through a broker, bank or other nominee to give voting instructions to that broker, bank or other nominee, or any other failure of a Zyla stockholder to vote, will have no effect on the approval of this proposal except to the extent it results in there being insufficient shares present at the Zyla Special Meeting to establish a quorum.

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Q:
How many votes must be present to hold the virtual Zyla Special Meeting?

A:
A quorum of Zyla stockholders is necessary to hold a valid special meeting. A quorum will be present if Zyla stockholders holding at least a majority of the outstanding Zyla shares entitled to vote are present at the Zyla Special Meeting online or represented by proxy. On the Zyla record date, there were 9,591,957 Zyla shares outstanding and entitled to vote. Thus, the holders of at least 4,795,979 Zyla shares must be present online or represented by proxy at the Zyla Special Meeting to achieve a quorum.

    Your Zyla shares will be counted toward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the meeting. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the holders of a majority of votes entitled to be cast by the Zyla stockholders entitled to vote at the meeting and present at the meeting online or represented by proxy may adjourn the meeting to another date.

Q:
Who can vote at the Zyla Special Meeting?

A:
Only Zyla stockholders of record at the close of business on April 15, 2020 will be entitled to vote at the Zyla Special Meeting. On the Zyla record date, there were 9,591,957 shares of Zyla Common Stock outstanding and entitled to vote.

Zyla Stockholder of Record: Shares Registered in Your Name:

      If on April 15, 2020, your shares of Zyla Common Stock were registered directly in your name with Zyla's transfer agent, Computershare, then you are a stockholder of record of Zyla. As a stockholder of record of Zyla, you may vote online at the Zyla Special Meeting or vote by proxy. Whether or not you plan to join the Zyla Special Meeting, Zyla urges you to fill out and return the enclosed Zyla proxy card to ensure your vote is counted.

    Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent:

      If on April 15, 2020, your shares of Zyla Common Stock were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name" and the notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Zyla Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the Zyla shares in your account. You are also invited to join the Zyla Special Meeting. However, since you are not the Zyla stockholder of record, you may not vote your shares online at the meeting unless you request and obtain a valid proxy from your broker or other agent. As a beneficial owner, you may view the proxy materials at http://www.edocumentview.com/ZCOR.

Q:
How can I join and participate in the virtual Zyla Special Meeting?

A:
The virtual Zyla Special Meeting will be held on May 19, 2020 at 10:00 a.m., Eastern Time. Information on how to vote at the Zyla Special Meeting is discussed below.

To participate in the virtual Zyla Special Meeting visit http://www.envisionreports.com/ZCOR; the virtual meeting will begin promptly at 10:00 a.m., Eastern Time on May 19, 2020.

Enter your 15-digit control number, if applicable, as indicated.

Zyla stockholders may submit questions during the meeting.

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Q:
How can I vote my shares online at the virtual Zyla Special Meeting?

A:
If you are a Zyla stockholder of record, you may join the Zyla Special Meeting and vote via the virtual meeting website, http://www.envisionreports.com/ZCOR, where Zyla stockholders may vote and submit questions during the meeting. Please have your 15-Digit Control Number to join the Zyla Special Meeting. Instructions on how to join and participate via the Internet are posted at http://www.envisionreports.com/ZCOR.

Q:
What are "broker non-votes"?

A:
Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. To the extent that the proposals at the Zyla Special Meeting are considered to be not routine matters, your broker will not be able to exercise its discretion to vote uninstructed shares on any such proposals presented at the Zyla Special Meeting.

Q:
How many votes do I have?

A:
On each matter to be voted upon, you have one vote for each share of Zyla Common Stock you owned as of April 15, 2020.

Q:
How do I vote?

A:
The procedures for voting are as follows:

    Stockholder of Record: Shares Registered in Your Name

    If you are a stockholder of record, you may vote online at the virtual Zyla Special Meeting, vote by proxy over the telephone, vote by proxy through the Internet, or vote by proxy using a proxy card. Whether or not you plan to join the virtual Zyla Special Meeting, Zyla urges you to vote by proxy to ensure your vote is counted. You may still join the virtual Zyla Special Meeting and vote online, even if you have already voted by proxy.

    Online:  To vote online, join and vote at the virtual Zyla Special Meeting.

    By Mail:  To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed, completed and dated proxy card to Zyla before the Zyla Special Meeting, Zyla will vote your shares as you direct.

    By Telephone:  To vote over the telephone, dial toll-free 1-800-652-VOTE (8683) using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the Zyla number and control number from the notice. Your telephone vote must be received by the time the polls close at the Zyla Special Meeting on May 19, 2020 to be counted.

    Via the Internet:  To vote through the Internet, go to http://www.envisionreports.com/ZCOR and follow the on-screen instructions. Your Internet vote must be received by the time the polls close at the Zyla Special Meeting on May 19, 2020 to be counted.

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    Beneficial Owner: Shares Registered in the Name Bank or Other Agent

    If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice containing voting instructions from that organization rather than from Zyla. Simply follow the voting instructions in that notice to ensure that your vote is counted. To vote online at the virtual Zyla Special Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Q:
What happens if I do not vote?

A:
Stockholder of Record: Shares Registered in Your Name

    If you are a stockholder of record and do not vote by duly signing, completing and returning your proxy card, by telephone, or online at the Zyla Special Meeting, your shares may or may not be voted.

    Beneficial Owner: Shares Registered in the Name Bank or Other Agent

        See "What are broker non-votes?" above.

Q:
If I return a blank proxy, how will my shares be voted at the Zyla Special Meeting?

A:
If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted as Zyla's board of directors recommends, which is:

"FOR" the Merger Agreement Proposal;

"FOR" the Zyla Adjournment Proposal; and

"FOR" the Zyla Compensation Advisory Proposal.

    If you do not give instructions to your broker, see "What are broker non-votes?" above.

Q:
Can I change my vote after submitting my proxy?

A:
Yes. You can revoke your proxy at any time before the final vote at the meeting.

    Stockholder of Record: Shares Registered in Your Name

    If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

    You may submit another properly completed proxy card with a later date;

    You may grant a subsequent proxy by telephone or through the Internet;

    You may send a timely written notice that you are revoking your proxy to the Secretary at Zyla Life Sciences, 600 Lee Road, Suite 100, Wayne, PA 19087; or

    You may join the virtual Zyla Special Meeting and vote online. Simply joining the meeting will not, by itself, revoke your proxy.

        Your most current proxy card or telephone or Internet proxy is the one that is counted.

    Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

    If your shares are held by your broker, bank or other agent as a nominee, you should follow the instructions provided by your broker, bank or other agent.

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Q:
How can I submit a question for the Zyla Special Meeting?

    If you want to submit a question during the Zyla Special Meeting, you may do so at http://www.envisionreports.com/ZCOR, entering your 15-digital control number, and following the on-screen instructions.

Q:
What happens if I sell my shares of Zyla Common Stock after the record date but before the Zyla Special Meeting?

A:
The record date for the Zyla Special Meeting (the close of business on April 15, 2020) is earlier than the date of the Zyla Special Meeting and earlier than the date that the Merger is expected to be completed. If you sell or otherwise transfer your shares of Zyla Common Stock after the record date but before the date of the Zyla Special Meeting, you will, unless the transferee obtains a proxy from you, retain your right to vote at the Zyla Special Meeting. However, you will not have the right to receive the Merger Consideration to be received by Zyla stockholders in the Merger. In order to receive the Merger Consideration, you must hold your shares immediately prior to completion of the Merger.

Q:
Are Zyla stockholders entitled to appraisal rights?

A:
Yes. Zyla stockholders who do not vote in favor of the adoption of the Merger Agreement are entitled to exercise appraisal rights under the Delaware General Corporation Law, which is referred to in this Joint Proxy Statement/Prospectus as the DGCL, in connection with the Merger if they take certain actions and meet certain conditions. For additional information, see the section entitled "Appraisal Rights or Dissenters' Rights of Zyla Stockholders" beginning on page 151 of this Joint Proxy Statement/Prospectus and the full text of Section 262, attached as Annex F to this Joint Proxy Statement/Prospectus. Because of the complexity of the DGCL relating to appraisal rights, if you wish to exercise your appraisal rights, Zyla encourages you to seek the advice of legal counsel. Failure to strictly comply with Section 262 may result in the loss of the right of appraisal.

    Zyla stockholders considering seeking appraisal should be aware that the "fair value" of their shares of Zyla Common Stock as determined by the Delaware Court of Chancery under Section 262 could be greater than, the same as or less than the Merger Consideration.

Q:
Who is the inspector of the election for the Zyla Special Meeting?

A:
A representative of Computershare will serve as the independent inspector of election for the Zyla Special Meeting.

Q:
Will a proxy solicitor be used for the Zyla Special Meeting?

A:
No.

Q:
How can I find out the results of the voting at the Zyla Special Meeting?

A:
Preliminary voting results will be announced at the Zyla Special Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that Zyla expects to file within four business days after the Zyla Special Meeting. If final voting results are not available to Zyla in time to file a Current Report on Form 8-K within four business days after the meeting, Zyla intends to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

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Q:
Who is paying for this proxy solicitation?

A:
Zyla and Assertio will share equally the costs of printing and filing this Joint Proxy Statement/Prospectus and proxy cards. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Zyla Common Stock and Assertio Common Stock for the forwarding of solicitation materials to the respective beneficial owners. Zyla and Assertio will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials. Assertio will pay Innisfree customary fees in connection with the engagement of Innisfree as proxy solicitor for its Annual Meeting, which Assertio expects will be approximately $50,000 plus reasonable expenses.

Q:
Should I send in my Zyla share certificates now?

A:
No. Zyla stockholders should not send in their share certificates at this time. After completion of the Merger, Assertio's exchange agent will send you a letter of transmittal and instructions for exchanging your shares of Zyla Common Stock for the Merger Consideration. The shares of Assertio Holdings' Common Stock you receive in the Merger will be issued in book-entry form and, unless otherwise requested, physical certificates will not be issued. See "The Agreement and Plan of Merger—Procedures for Exchange of Certificates; Fractional Shares; Dividends and Distributions" beginning on page 162 of this Joint Proxy Statement/Prospectus.

Q:
What are the intended U.S. federal income tax consequences of the Merger to Zyla United States stockholders?

A:
For U.S. federal income tax purposes, it is intended that either (i) each of the Assertio Reorganization (together with the Assertio LLC Conversion, if any) and the Merger (together with the Zyla LLC Conversion, if any) qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, (the "Code") or (ii) such transactions taken together qualify as a transaction governed by Section 351 of the Code. Assuming that each of the transactions so qualify, Zyla stockholders who exchange their shares of Zyla Common Stock solely for shares of Assertio Holdings Common Stock pursuant to such transactions will not recognize gain or loss for U.S. federal income tax purposes, other than gain or loss attributable to the receipt of cash in lieu of fractional shares of Assertio Holdings Common Stock. Neither Assertio nor Zyla have sought, nor do they intend to seek, any ruling from the Internal Revenue Service (the "IRS") or opinion of counsel with respect to the qualification of the Assertio Reorganization or the Merger (together with the Zyla LLC Conversion, if any) as a reorganization within the meaning of Section 368(a) of the Code or as part of a transaction governed by Section 351 of the Code, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. If the Assertio Reorganization or the Merger (together with the Zyla LLC Conversion, if any) do not so qualify, receipt of shares of Assertio Holdings Common Stock in exchange for shares of Assertio Common Stock or Zyla Common Stock in the Assertio Reorganization and the Merger would constitute a taxable exchange for U.S. federal income tax purposes and the corresponding tax consequences of the transactions could materially differ from those described here.

    Tax matters are very complicated, and the tax consequences of the transactions to a particular Zyla stockholder will depend on such stockholder's circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the transactions to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For more information, please see the section titled "Material U.S. Federal Income Tax Consequences of the Merger."

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Q:
Do persons involved in the Merger have interests that may conflict with mine as a Zyla stockholder?

A:
Some officers and directors of Zyla benefit from arrangements that provide them with interests in the Merger that are different from stockholders of Zyla generally, including, among others, service as an officer or director of the combined company following the closing of the Merger, the acceleration of equity award vesting, and continued indemnification. See "Interests of Zyla's Directors and Officers in the Merger" on page 138 for more information.

Q:
When are stockholder proposals and director nominations due for Zyla's next annual meeting?

A:
Stockholder proposals intended to be presented at the 2020 Annual Meeting of Zyla Stockholders must be received by Zyla no later than July 11, 2020 to be considered for inclusion in its annual meeting proxy statement. Upon receipt of any such proposal, Zyla will determine whether or not to include the proposal in the proxy statement and proxy in accordance with regulations governing the solicitation of proxies. Stockholders who wish to submit a proposal not intended to be included in Zyla's annual meeting proxy statement but to be presented at next year's annual meeting, or who propose to nominate a candidate for election as a director at that meeting, are required by Zyla's bylaws to provide notice of such proposal or nomination no later than the close of business on October 17, 2020, but no earlier than the close of business on September 17, 2020, to be considered for a vote at next year's annual meeting. Any proposal, nomination or notice must contain the information required by our bylaws and be delivered to Zyla's principal executive offices at Zyla Life Sciences, c/o Secretary, 600 Lee Road, Suite 100, Wayne, PA 19087.

Q:
If I am a stockholder of Zyla, who can help answer my questions?

A:
If you have questions about the Zyla Special Meeting or would like additional copies of this Joint Proxy Statement/Prospectus, you should contact Zyla's Secretary at 600 Lee Road, Suite 100, Wayne, PA 19087. Additionally, any questions about the Merger, requests for additional copies of documents, or assistance voting your shares may be directed to Innisfree M&A Incorporated by telephone toll-free at (877) 717-3930 (banks and brokers may call collect at (212) 750-5833.

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CHAPTER I—THE MERGER

SUMMARY

        This summary does not contain all of the information that may be important to Assertio stockholders and Zyla stockholders and is qualified in its entirety by reference to the information contained elsewhere, or incorporated by reference, in this Joint Proxy Statement/Prospectus. Assertio stockholders and Zyla stockholders are urged to read the entire Joint Proxy Statement/Prospectus, including the information set forth in the section entitled "Risk Factors" beginning on page 34, and the attached annexes. See also "Where You can Find Additional Information" beginning on page 3.

The Transactions

The Holding Company Reorganization

        Pursuant to the terms of the Merger Agreement, Assertio will implement the Assertio Reorganization pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (the "DGCL"). Section 251(g) of the DGCL provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. As a result of the Assertio Reorganization, Assertio Holdings will own all outstanding capital stock of Assertio Therapeutics.

        Assertio Holdings was incorporated in Delaware as a wholly-owned subsidiary of Assertio Therapeutics in order to effectuate the Assertio Reorganization. Pursuant to the Assertio Reorganization, Assertio Merger Sub, a wholly-owned subsidiary of Assertio Holdings formed for the Assertio Reorganization, will merge with and into Assertio Therapeutics, with Assertio Therapeutics surviving as a direct, wholly-owned subsidiary of Assertio Holdings. Each share of each class of Assertio Therapeutics Common Stock issued and outstanding immediately prior to the Assertio Reorganization will automatically convert into an equivalent corresponding share of Assertio Holdings Common Stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Assertio Therapeutics Common Stock being converted. Accordingly, Assertio stockholders immediately prior to the consummation of the Assertio Reorganization will become stockholders of Assertio Holdings.

        The conversion of stock will occur automatically without an exchange of stock certificates. After the Assertio Reorganization, unless exchanged, stock certificates that previously represented shares of a class of Assertio stock will represent the same number of shares of the corresponding class of Assertio Holdings stock. Following the consummation of the Assertio Reorganization, Shares of Assertio Holdings Common Stock are expected to continue to trade on Nasdaq on an uninterrupted basis under the symbol "ASRT". Immediately after consummation of the Assertio Reorganization, Assertio Holdings will have, on a consolidated basis, the same assets, businesses and operations as Assertio Therapeutics immediately prior to the consummation of the Assertio Reorganization. The certificate of incorporation and bylaws of Assertio Holdings will be substantively identical to the certificate of incorporation and bylaws of Assertio Therapeutics, respectively.

        After the Assertio Reorganization, the operations of Assertio Therapeutics will be conducted on an arms'-length basis, with a separate board of directors of Assertio Therapeutics approving the terms of any related-party transactions to be entered into with Assertio Holdings, Zyla or any other entity within the corporate structure.

        As a result of the Assertio Reorganization, Assertio Holdings will become the successor issuer to Assertio Therapeutics, Inc. pursuant to 12g-3(a) of the Exchange Act and, as a result, Assertio Holdings Common Stock will be deemed registered under Section 12(b) of the Exchange Act.

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The Acquisition of Zyla

        The terms of the Merger Agreement provide that, unless otherwise specified in the Merger Agreement, at the effective time (the "Effective Time"), Zebra Merger Sub Inc., a direct, wholly-owned subsidiary of Assertio Holdings, will merge with and into Zyla, with Zyla as the surviving entity, and each issued and outstanding share of Zyla Common Stock will be canceled and automatically converted into the right to receive as merger consideration (the "Merger Consideration") 2.5 shares (the "Exchange Ratio") of Assertio Holdings Common Stock. The current holders of Zyla Common Stock will hold in the aggregate approximately 32% of the issued and outstanding capital stock of Assertio Holdings Common Stock immediately after the Merger, on a fully diluted basis (treasury-stock method).

        At the Effective Time, in each case, subject to certain adjustments in accordance with the Exchange Ratio and other terms set forth in the Merger Agreement (i) each Zyla stock option, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled at the Effective Time in exchange for an option to purchase shares of Assertio Holdings Common Stock on the same terms and conditions as were applicable to such Zyla stock option as of immediately prior to the Effective Time (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof provided under such option), (ii) each Zyla time-based restricted stock unit, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled at the Effective Time in exchange for shares of fully-vested Assertio Holdings Common Stock, (iii) each Zyla performance-based restricted stock unit, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled at the Effective Time in exchange for shares of fully-vested Assertio Holdings Common Stock, and (iv) each Zyla warrant to purchase shares of Zyla Common Stock that is issued and outstanding immediately prior to the Effective Time will be cancelled at the Effective Time in exchange for a warrant to purchase shares of Assertio Holdings Common Stock on the same terms and conditions as were applicable to such Zyla warrant as of immediately prior to the Effective Time.

        The terms of the Merger Agreement provide that, at the Effective Time, Assertio Holdings will assume the obligations of Zyla under the Indenture (in such capacity, the "Issuer"), and Assertio and the other subsidiaries of Assertio Holdings (other than Depo DR) will become guarantors of Zyla's 13% Senior Secured Notes due 2024 (the "Zyla Secured Notes"). See the section entitled "Supplemental Indenture" beginning on page 178 for more information.

Information About Assertio and Zyla

Brief Description of the Business of Assertio

        Assertio Therapeutics, Inc. is a leading diversified, specialty pharmaceutical company focused on distinctive products that offer enhanced therapeutic options for patients in need, while maintaining the highest ethical standards in all business practices. Assertio's current specialty pharmaceuticals business includes CAMBIA®(diclofenac potassium for oral solution), a non-steroidal anti-inflammatory drug for the acute treatment of migraine attacks, acquired by Assertio in December 2013, and Zipsor® (diclofenac potassium liquid filled capsules), a non-steroidal anti-inflammatory drug for the treatment of mild to moderate acute pain, acquired by Assertio in June 2012, both of which are marketed in the United States (U.S.).

        In 2017, Assertio announced that it was in the process of transforming into a leading diversified, specialty pharmaceutical company with a goal of rapidly deleveraging its balance sheet, growing its core

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business, and opportunistically building for the future via business development. Assertio has completed the following transactions to advance toward achieving its stated goals:

    On December 4, 2017, Assertio announced a commercialization agreement with Collegium Pharmaceutical, Inc. ("Collegium"), pursuant to which Assertio granted Collegium the right to commercialize the NUCYNTA franchise of products in the U.S. (the "Commercialization Agreement"). Pursuant to the Commercialization Agreement, Collegium assumed all commercialization responsibilities for the NUCYNTA franchise effective January 9, 2018, including sales and marketing, and Assertio received royalty on all NUCYNTA revenues based on certain net sales thresholds.

    On August 13, 2019, Assertio entered into separate, privately negotiated exchange agreements (the "Exchange Agreements") with a limited number of holders of Assertio's 2.50% Convertible Notes due 2021 (the "2021 Notes"). Pursuant to the Exchange Agreements, Assertio exchanged approximately $200 million aggregate principal amount of Exchanged Notes for a combination of (a) its new 5.00% Convertible Senior Notes due August 15, 2024 (the "2024 Notes"), (b) a cash payment plus accrued but unpaid interest on the Exchanged Notes, and (c) an agreed number of shares of Assertio Common Stock.

    On December 12, 2019, Assertio announced it entered into an agreement with Golf Acquiror LLC, an affiliate to Alvogen, Inc. ("Alvogen"), a global privately held pharmaceutical company, under which Alvogen acquired and assumed all responsibilities associated with the product Gralise® (gabapentin). Under the terms of the agreement, Alvogen is expected to pay Assertio a total value of $127.5 million. This included $75.0 million in cash at closing on January 10, 2020, and the balance payable as 75% of Alvogen's first $70.0 million of Gralise net sales after the closing. Alvogen also paid Assertio for certain inventories relating to Gralise.

    On February 6, 2020, Assertio announced it entered into a definitive agreement with Collegium pursuant to which Collegium acquired the NUCYNTA franchise of products from Assertio, and assumed certain contracts, liabilities and obligations of Assertio relating to the NUCYNTA products, including those related to manufacturing and supply, post-market commitments and clinical development costs. Under the terms of the agreement, Collegium paid Assertio $375.0 million in cash at closing on February 13, 2020, less royalties paid to Assertio in 2020. Collegium also paid Assertio for certain inventories relating to the products.

    On February 13, 2020, Assertio repaid in full its outstanding aggregate principal amount of senior secured notes (the "Senior Notes") pursuant to a Note Purchase Agreement dated March 12, 2015 (the "Note Purchase Agreement") and all subsequent amendments to the Note Purchase Agreement.

    On February 19, 2020, Assertio announced it entered into separate, privately negotiated agreements with a limited number of holders of Assertio's 2021 Notes and 2024 Notes to repurchase approximately $188.0 million aggregate principal amount of the outstanding 2021 Notes and 2024 Notes.

    On March 11, 2020, Assertio launched tender offers to repurchase any and all outstanding 2021 Notes and 2024 Notes for cash. On April 8, 2020, this tender offer closed, after which approximately $335,000 of the 2021 Notes and $0 of the 2024 Notes remained outstanding.

        As a result of the transformational impact of these transactions, Assertio has positioned itself to actively pursue business development, strategic partnerships, and investment opportunities to build and grow for the future. Additional information concerning Assertio is included in the reports that Assertio periodically files with the SEC. See "Incorporation of Certain Information by Reference."

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Brief Description of the Business of Zyla

        Zyla is a commercial-stage life science company committed to bringing differentiated products to patients and healthcare providers ("HCPs"). Zyla is focused on marketing its portfolio of medicines used both in and outside of the hospital by orthopedic surgeons, gynecologists, neurologists, internists, gastroenterologists, physiatrists, rheumatologists and podiatrists. Zyla's six commercially available products include: SPRIX® (ketorolac tromethamine) Nasal Spray, ZORVOLEX® (diclofenac), INDOCIN® (indomethacin) suppositories, VIVLODEX® (meloxicam), INDOCIN oral suspension and OXAYDO® (oxycodone HCI, USP) tablets for oral use only. VIVLODEX and ZORVOLEX are SOLUMATRIX® Technology non-steroidal anti-inflammatory products. In November 2019, Zyla divested assets related to TIVORBEX® (indomethacin), which was a SoluMatrix product, to a third party, although Zyla continues to supply TIVORBEX tablets to that third party. In January 2020, Zyla divested TIVORBEX to a third party and amended the terms of the license agreement with iCeutica, as discussed further under "Zyla Business, Properties and Legal Proceedings—Intellectual Property". To leverage its commercial infrastructure and augment its current product portfolio, Zyla continually seeks to acquire additional late-stage product candidates or approved products to develop and/or commercialize.

        On January 31, 2019, Zyla completed the acquisition of five marketed non-narcotic, nonsteroidal anti-inflammatory drug ("NSAID") products (the "Iroko Acquisition") from Iroko Pharmaceuticals, Inc. (together with its subsidiaries, "Iroko"). To facilitate this transaction and reorganize its capital structure, in January 2019, Zyla completed proceedings under Chapter 11 of the United States Bankruptcy Code in the District of Delaware. In exchange for the products, Iroko received among other consideration, $45.0 million in principal amount of Zyla's Secured Notes and shares of Zyla Common Stock and warrants to purchase common stock of the reorganized company representing in the aggregate approximately 49% of outstanding Zyla Common Stock at issuance, subject to dilution for shares of Zyla Common Stock issued pursuant to Zyla's stock-based incentive compensation plan. Pursuant to the Chapter 11 plan of reorganization, holders of Zyla's then outstanding convertible notes received shares of common stock of the reorganized company, and holders of Zyla's then outstanding senior secured notes received in the aggregate of $20.0 million in cash, $50.0 million in principal amount of Zyla Secured Notes, as well as shares of Zyla Common Stock and warrants to purchase common stock of the reorganized company representing, in the aggregate, approximately 19.38% of outstanding Zyla Common Stock at issuance, subject to dilution for shares of Zyla Common Stock issued pursuant to Zyla's stock-based incentive compensation plan.

Mailing Address and Telephone Number of Assertio, Assertio Holdings and Zyla

The mailing address and telephone number for Assertio and Assertio Holdings, Inc. are:

Assertio Holdings, Inc.
100 South Sanders Rd. Suite 300
Lake Forest, IL 60045
(224) 419-7106

The mailing address and phone number for Zyla Life Sciences are:

Zyla Life Sciences
600 Lee Road, Suite 100
Wayne, PA 19087
(610) 833-4200

After the Merger, the corporate headquarters of Assertio Holdings will be located at the corporate headquarters of Assertio in Lake Forest, Illinois.

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Governmental and Regulatory Matters

        Assertio and Zyla have determined that no material filings, including any filings under the Hart-Scott-Rodino Antitrust Improvement Act, are required to be made with any governmental entities in connection with the transactions. See the section entitled "Governmental and Regulatory Matters" beginning on page 155 for a description of the obligations of each Party under the Merger Agreement with respect to governmental consents and approvals.

Appraisal Rights

        Under the DGCL, holders of Zyla Common Stock will be entitled to appraisal rights in connection with the Merger. See the section entitled "Appraisal Rights and Dissenters' Rights of Zyla Stockholders" for more information regarding appraisal rights to which holders of Zyla Common Stock will be entitled. Assertio stockholders will not have appraisal rights under Delaware law as a result of the Merger.

Risk Factors

        In deciding how to vote your shares of Assertio Common Stock or Zyla Common Stock, you should read carefully this entire Joint Proxy Statement/Prospectus, including the documents incorporated by reference herein and the annexes and exhibits hereto, and in particular, you should read the "Risk Factors" section of this Joint Proxy Statement/Prospectus. See also the section entitled "Where You Can Find More Information."

Material U.S. Federal Income Tax Consequences of the Merger (See page 157)

        It is intended that either (i) each of the Assertio Reorganization (together with the Assertio LLC Conversion, if any) and the Merger (together with the Zyla LLC Conversion, if any) qualify as a reorganization within the meaning of Section 368(a), or (ii) such transactions taken together qualify as a transaction governed by Section 351 of the Code. Please carefully review the information set forth in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 157 for a discussion of the material U.S. federal income tax consequences of the mergers. Please consult your own tax advisors as to the specific U.S. federal, state or local or foreign income or other tax consequences to you of the mergers.

The Stockholder Meetings

The Assertio Annual Meeting:

        The Assertio Annual Meeting will be held on May 19, 2020 at 1:00 p.m., Central Time virtually at https://www.cstproxy.com/assertiotx/2020, unless postponed or adjourned to a later date. The issuance of shares of Assertio Holdings Common Stock in the Merger requires the approval of a majority of the outstanding shares of Assertio Common Stock present and entitled to vote on the Assertio share issuance proposal at the Assertio Annual Meeting (Assertio Proposal 1). For more information, please see "Questions and Answers About the Proposals and Stockholder Meetings" beginning on page 5 of this Joint Proxy Statement/Prospectus and "Chapter II—Information About the Assertio Annual Meeting and Other Proposals" beginning on page 206. At the close of business on April 15, 2020, Assertio's director and executive officers and their affiliates beneficially owned and had the right to vote in the aggregate shares of Assertio Common Stock at the Assertio Annual Meeting, which represent approximately 1.2% of the shares of Assertio Common Stock entitled to vote at the Assertio Annual Meeting.

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The Zyla Special Meeting:

        Zyla is holding a special meeting of stockholders in order to obtain the stockholder approval necessary to complete the Merger and related matters. The Zyla Special Meeting will be held on May 19, 2020, at 10:00 a.m., Eastern Time virtually at http://www.envisionreports.com/ZCOR, unless postponed or adjourned to a later date. For more information, please see "Questions and Answers About the Proposals and Stockholder Meetings" beginning on page 5 of this Joint Proxy Statement/Prospectus and "Chapter III—Information About the Zyla Special Meeting and Other Proposals" beginning on page 278. At the close of business on April 15, 2020, Zyla's directors and executive officers and their affiliates beneficially owned and had the right to vote in the aggregate 180,743 shares Zyla Common Stock at the Zyla Special Meeting, which represent approximately 1.9% of the shares of Zyla Common Stock entitled to vote at the Zyla Special Meeting.

Board Recommendations

The Assertio board of directors' recommendation

        The Assertio board of directors has unanimously approved entering into the Merger Agreement and recommends the approval of the issuance of shares of Assertio Holdings Common Stock in the Merger by the Assertio stockholders.

Zyla's board of directors' recommendation

        Zyla's board of directors has determined and believes that the Merger and the Merger Agreement are advisable and in the best interests of Zyla and its stockholders, and has approved the Merger Agreement and recommends that the Zyla stockholders vote to adopt the Merger Agreement.

IT IS VERY IMPORTANT THAT ALL ASSERTIO STOCKHOLDERS AND ALL ZYLA STOCKHOLDERS VOTE THEIR SHARES, SO PLEASE PROMPTLY COMPLETE AND RETURN THE ENCLOSED PROXY CARD.

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SUMMARY FINANCIAL INFORMATION

Summary Historical Consolidated Financial Information of Assertio

        The following summary historical consolidated financial data is derived from the section titled "Selected Financial Data" contained in Assertio's Annual Report on Form 10-K for the year ended December 31, 2019 that Assertio filed with the SEC on March 10, 2020, which is incorporated by reference into this Joint Proxy Statement/Prospectus. The information set forth below is only a summary that should be read together with the historical audited consolidated financial statements of Assertio and the related notes, as well as the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Assertio's Annual Report on Form 10-K for the year ended December 31, 2019. See "Where You Can Find Additional Information" beginning on page 3 of this Joint Proxy Statement/Prospectus. Assertio's historical results are not necessarily indicative of the future results of Assertio or the combined company.

 
  Year Ended December 31,  
 
  2019   2018   2017   2016   2015  

Consolidated Statements of Operations Data:

                               

Revenues:

                               

Product sales, net

  $ 108,806   $ 129,966   $ 379,880   $ 455,066   $ 341,750  

Commercialization Agreement and other revenue(1)

    118,614     155,743              

Royalties and milestones

    2,084     26,061     844     831     985  

Total revenues

    229,504     311,770     380,724     455,897     342,735  

Total costs and expenses(2)

    423,932     268,111     422,904     431,388     393,135  

(Loss) income from operations

    (194,428 )   43,659     (42,180 )   24,509     (50,400 )

Net (loss) income before income taxes

    (222,484 )   37,975     (103,925 )   (64,502 )   (123,237 )

Income tax benefit (expense)

    5,283     (1,067 )   1,429     (24,218 )   47,499  

Net (loss) income

  $ (217,201 ) $ 36,908   $ (102,496 ) $ (88,720 ) $ (75,738 )

Basic net (loss) income per share

  $ (3.07 ) $ 0.58   $ (1.63 ) $ (1.45 ) $ (1.26 )

Diluted net (loss) income per share

  $ (3.07 ) $ 0.57   $ (1.63 ) $ (1.45 ) $ (1.26 )

Shares used in computing basic net (loss) income per share

    70,716     63,794     62,702     61,297     60,117  

Shares used in computing diluted net (loss) income per share

    70,716     64,208     62,702     61,297     60,117  

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  December 31,  
 
  2019   2018   2017   2016   2015  

Consolidated Balance Sheet Data:

                               

Cash, cash equivalents and short-term investments(3)

  $ 42,107   $ 110,949   $ 128,089   $ 177,420   $ 209,768  

Total assets

    527,170     932,866     1,038,617     1,225,337     1,357,249  

Total current liabilities(4)

    184,553     246,036     310,580     227,242     219,632  

Contingent consideration liability, non-current

    168     1,038     1,457     10,247     11,653  

Senior Notes(3)

    76,443     158,309     274,720     466,051     563,012  

Convertible Notes(5)

    194,815     287,798     269,510     252,725     237,313  

Other long-term liabilities

    13,233     19,350     12,842     18,284     10,584  

Accumulated (deficit) earnings

    (399,801 )   (182,600 )   (219,508 )   (116,744 )   (28,024 )

Total shareholders' equity

    57,958     220,335     169,508     250,788     315,055  

(1)
Effective January 8, 2018, Assertio entered into a Commercialization Agreement to sub-license NUCYNTA, which resulted in income from variable royalty revenues, net revenue from the amortization of certain contract assets and liabilities, and variable consideration revenue for the reimbursement of certain shared costs.

(2)
At December 31, 2019 Assertio recognized an impairment loss of $189.8 million on its NUCYNTA intangible.

(3)
Assertio made principal payments of $120.0 million and $82.5 million in 2019 and 2018, respectively. Assertio prepaid $114.4 million and $105.0 million of its Senior Notes, including prepayment premiums of $4.4 million and $5.0 million in 2017 and 2016, respectively.

(4)
The increase in current liabilities as of December 31, 2017, is primarily due to the reclassification of principal payments due on Zyla's Senior Notes in 2018.

(5)
In August 2019 Assertio exchanged $200.0 million aggregate principal amount of the Convertible Senior Notes due March 1, 2021 for a combination of (a) its new $120.0 million aggregate principal amount of 5.00% Convertible Senior Notes due August 15, 2024, (b) an aggregate cash payment of $30.0 million, and (c) an aggregate of 15.8 million shares of Assertio's common stock.

Summary Historical Consolidated Financial Information of Zyla

        The summary financial data of Zyla set forth below is derived from Zyla's audited consolidated financial statements and may not be indicative of future operating results. The following summary consolidated financial data of Zyla should be read in conjunction with Zyla's "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and the notes thereto included elsewhere in this Joint Proxy Statement/Prospectus. References to "Successor" or "Successor Company" relate to the financial position and results of operations of reorganized Zyla subsequent to January 31, 2019. References to "Predecessor" or "Predecessor Company" relate to the financial position and results of operations of Zyla prior to, and including, January 31, 2019. The summary financial data in this section is not intended to replace

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Zyla's Consolidated Financial Statements and the related notes. Zyla's historical results are not necessarily indicative of Zyla's future results.

 
  Successor    
  Predecessor  
 
  Period from
February 1, 2019
through
December 31, 2019
   
  Period from
January 1, 2019
through
January 31, 2019
   
 
 
   
  Year ended
December 31, 2018
 
 
   
 
(in thousands)
   
 

Revenue

                       

Net product sales

  $ 79,527       $ 1,775   $ 30,353  

Total revenue

    79,527         1,775     30,353  

Costs and Expenses

             
 
   
 
 

Cost of sales (excluding amortization of product rights)

    40,553         554     7,447  

Amortization of product rights

    12,823         171     2,107  

General and administrative

    22,321         5,413     24,079  

Sales and marketing

    32,536         2,773     33,730  

Research and development

    22         186     3,536  

Restructuring & other charges

    1,920         799     17,043  

Change in fair value of contingent consideration payable

    4,983              

Total costs and expenses

    115,158         9,896     87,942  

Loss from operations

    (35,631 )       (8,121 )   (57,589 )

Other (income) expense:

             
 
   
 
 

Change in fair value of warrant and derivative liability

                (12,292 )

Interest expense, net

    13,353         (52 )   41,280  

Other gain

    (3,337 )       (140 )   (144 )

Loss (gain) on foreign currency exchange

                (1 )

Total other (income) expense

    10,016         (192 )   28,843  

Reorganization items

    993         (115,169 )   9,022  

Net (loss) income

  $ (46,640 )     $ 107,240   $ (95,454 )

 

 
  Successor   Predecessor  
 
  As of December 31,
 
(in thousands)
  2019   2018  

Consolidated Balance Sheet Data:

             

Cash and cash equivalents

  $ 11,965   $ 35,323  

Total assets

    230,387     61,933  

Total liabilities not subject to compromise

    187,996     33,705  

Liabilities subject to compromise

        139,588  

Accumulated deficit

    (46,640 )   (388,853 )

Total stockholders' (deficit) equity

    42,391     (111,360 )

Summary Unaudited Pro Forma Condensed Combined Financial Information

        The following summary unaudited pro forma condensed combined financial data gives effect to the Merger of Assertio and Zyla, and were prepared using the provisions of Accounting Standards Codification ("ASC") Topic 805, "Business Combinations" ("ASC 805") under U.S. generally accepted

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accounting principles ("US GAAP"), and the regulations of the SEC. Assertio will be deemed the acquirer in the Merger for accounting purposes and the assets and liabilities of Zyla will be recorded by Assertio at their respective fair values as of the date the Merger is consummated. The selected unaudited pro forma condensed combined balance sheet data as of December 31, 2019 gives a preliminary effect to the Merger as if it had occurred on December 31, 2019. The selected unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2019 gives effect to the Merger as if it had occurred on January 1, 2019.

        The summary unaudited pro forma condensed combined financial data, which is preliminary in nature, has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this Joint Proxy Statement/Prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. In addition, the unaudited pro forma condensed combined financial information was based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of each of Assertio and Zyla for the applicable periods, which have been incorporated in this Joint Proxy Statement/Prospectus by reference. For more information, see "Where You Can Find Additional Information" beginning on page 3 of this Joint Proxy Statement/Prospectus and "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 180.

        The summary unaudited pro forma condensed combined financial data has been presented in accordance with SEC Regulation S-X Article 11 for illustrative purposes only and is not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the merger been consummated as of the dates indicated. In addition, the summary unaudited pro forma condensed combined financial data does not purport to project the future financial position or operating results of the combined company. Also, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the preliminary fair values of assets acquired and liabilities assumed reflected in the summary unaudited pro forma condensed combined financial data is subject to adjustment and may vary significantly from the fair values that will be recorded upon consummation of the merger (in thousands, except share data).

 
  As of and for the
Year Ended
December 31, 2019
 

Pro Forma Condensed Combined Statement of Operations Data

       

Total revenues

  $ 129,068  

Loss from operations

    (127,036 )

Net (loss) income

    (45,983 )

Basic net loss per share

    (0.42 )

Diluted net loss per share

    (0.42 )

Pro Forma Condensed Combined Balance Sheet Data

   
 
 

Total assets

  $ 431,379  

Total liabilities

    340,076  

Shareholders' equity attributable to Assertio and Zyla

    91,303  

Comparative Historical and Unaudited Condensed Combined Pro Forma Per Share Information

        The following table sets forth selected historical per share information of Assertio and Zyla and selected unaudited pro forma condensed combined per share information after giving effect to the Merger.

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        Historical per share data of Assertio for the year ended December 31, 2019 was derived from Assertio's historical financial statements for the respective period. Historical per share data of Zyla for the year ended December 31, 2019 was derived from Zyla's historical financial statements for the respective period. This information should be read together with the consolidated financial statements and related notes of Zyla that are included in this Joint Proxy Statement/Prospectus and the consolidated financial statements and related notes of Assertio that are incorporated into this Joint Proxy Statement/Prospectus by reference. See "Where You Can Find Additional Information" beginning on page 3 of this Joint Proxy Statement/Prospectus.

        Unaudited pro forma condensed combined per share data for the year ended December 31, 2019 was derived and should be read in conjunction with the unaudited pro forma condensed combined financial data included under "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 180. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the combined company's operating results or financial position had the Merger occurred on January 1, 2019. The Equivalent Pro Forma- Zyla combined per share amounts reflect the 2.5-for-one share exchange ratio to be effected upon consummation of the Merger.

 
  Year Ended
December 31,
2019
  Eleven Months
Ended
December 31,
2019
  One Month
Ended
January 31,
2019
 

Historical- Assertio:

                   

Net book value per share

  $ 0.72              

Net loss per common share:

                   

Basic

  $ (3.07 )            

Diluted

  $ (3.07 )            

Historical- Zyla Successor:

   
 
   
 
   
 
 

Net book value per share

        $ 4.49        

Net loss per common share:

                   

Basic

        $ (3.25 )      

Diluted

        $ (3.25 )      

Historical- Zyla Predecessor:

   
 
   
 
   
 
 

Net book value per share

              $ 9.29  

Net income per common share:

                   

Basic

              $ 1.90  

Diluted

              $ 1.90  

Equivalent Pro Forma- Zyla:

   
 
   
 
   
 
 

Net book value per share

  $ 1.91              

Net loss per common share:

                   

Basic

  $ (1.05 )            

Diluted

  $ (1.05 )            

Pro Forma Combined:

   
 
   
 
   
 
 

Net book value per share

  $ 0.76              

Net loss per common share:

                   

Basic

  $ (0.42 )            

Diluted

  $ (0.42 )            

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COMPARATIVE STOCK PRICE DATA AND DIVIDENDS

Comparison of Assertio and Zyla Stock Prices

        Shares of Assertio Common Stock are listed on Nasdaq under the symbol "ASRT." Zyla Common Stock trades on the OTCQX under the symbol "ZCOR." The following table sets forth the closing price per share of Assertio Common Stock and the latest trading price of Zyla Common Stock as of March 16, 2020, the last full trading day prior to the public announcement of the Merger, and April 16, 2020, the latest practicable trading date prior to the date of this Joint Proxy Statement/Prospectus. The table also shows the implied value of the merger consideration for each share of Zyla Common Stock as of the same two dates. This implied value was calculated by multiplying the closing price per share of Assertio Common Stock on the relevant date by the Exchange Ratio of 2.5.

 
  Assertio
Common
Stock
  Zyla
Common
Stock
  Implied Per
Share
Value of Merger
Consideration
 

March 16, 2020

  $ 0.75   $ 1.35   $ 1.875  

April 16, 2020

  $ 0.889   $ 1.85   $ 2.2225  

        The market prices of Assertio Common Stock and Zyla Common Stock have fluctuated since the dates set forth above and will continue to fluctuate between the date of this Joint Proxy Statement/Prospecuts, the date of the Assertio Annual Meeting, the date of the Zyla Special Meeting and the date the Merger is completed. No assurance can be given concerning the market prices of Assertio Common Stock or Zyla Common Stock before completion of the Merger or Assertio Holdings Common Stock after completion of the Merger.

        The Exchange Ratio is fixed and will not be adjusted to reflect changes in the stock price of either company prior to the closing of the Merger. Because the Exchange Ratio is fixed, changes in the market price of Assertio Common Stock prior to the Merger will affect the value of the Merger Consideration that Zyla stockholders will receive. Such market price (and therefore the implied value of the Merger Consideration) could be greater than, less than or the same as shown in the table above. Accordingly, Zyla stockholders are advised to obtain current market quotations for Assertio Common Stock and Zyla Common Stock in deciding whether to vote for adoption of the Merger Agreement.

        Neither Assertio nor Zyla have historically paid any dividends to their respective stockholders.

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RISK FACTORS

        Investing in Assertio or Zyla securities involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this Joint Proxy Statement/Prospectus, including any financial statements and the related notes appearing in this Joint Proxy Statement/Prospectus, before making any investment decisions. Zyla and Assertio cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on the companies' respective business, results of operations, financial condition and cash flows.

Risks Relating to the Merger

The transactions are subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis, if at all.

        Completion of the transactions is subject to certain closing conditions that make the completion and timing of the transactions uncertain. The conditions include, among others, obtaining the requisite approvals by the stockholders of Assertio Therapeutics for the issuance of shares and by the stockholders of Zyla for the adoption of the Merger Agreement and the Merger, as described in this Joint Proxy Statement/Prospectus, the absence of any court order or governmental law preventing the consummation of the transactions, and the listing of such shares on Nasdaq. See "The Agreement and Plan of MergerConditions to the Merger" beginning on page 174.

Failure to complete the Merger may result in Zyla paying Assertio Therapeutics a termination fee or either Zyla or Assertio Therapeutics may be required to reimburse the other party for their expenses, which could harm the common stock price and future business and operations of each company.

        If the Merger is not completed, each of Zyla and Assertio Therapeutics is subject to the following risks:

    upon termination of the Merger Agreement, Zyla may be required to pay Assertio Therapeutics a termination fee of $3.4 million under certain circumstances, or either Zyla or Assertio Therapeutics pay be required reimburse the other party for their expenses up to a maximum of $1.75 million; and

    the parties will have incurred significant expenses related to the Merger, such as legal, accounting and financial advisory fees, which must be paid even if the Merger is not completed.

        In addition, if the Merger Agreement is terminated and the board of directors of Assertio Therapeutics or Zyla determines to seek another business combination, there can be no assurance that either Assertio Therapeutics or Zyla will be able to find a partner willing to provide equivalent or more attractive consideration than the consideration to be provided by each party in the Merger or any partner at all.

Assertio and Zyla may not be able to obtain the requisite third-party consents to consummate the Merger

        Although the parties have agreed in the Merger Agreement to use their commercially reasonable efforts to obtain the requisite approvals and consents, there can be no assurance that these approvals and consents will be obtained, and these approvals and consents may be obtained later than anticipated. In addition, the parties' respective obligations to obtain the requisite consents and approvals from regulatory authorities are subject to certain limitations.

Assertio Holdings will assume Zyla's indebtedness at the Effective Time of the Merger, which could adversely affect its cash flows and business.

        Assertio's outstanding indebtedness as of March 31, 2020 was approximately $77 million and $76.7 million of this indebtedness was redeemed in Assertio's tender offer, which closed on April 8, 2020.

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Giving effect to the Merger and the assumption by Assertio Holdings of Zyla's obligations under the existing Zyla Secured Notes, as well as the tender offer, Assertio Holdings' pro forma total debt outstanding as of March 31, 2020 would have been approximately $108.3 million. As a result of this increase in debt, demands on Assertio Holdings' cash resources will increase after the consummation of the Merger. The combined company will have a financial position than either Assertio Therapeutics or Zyla on a stand-alone basis; however, the increased levels of debt could, among other things:

    require Assertio Holdings to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing funds available for working capital, capital expenditures, dividends, acquisitions and other purposes;

    increase Assertio Holdings' vulnerability to, and limit flexibility in planning for, adverse economic and industry conditions;

    create competitive disadvantages compared to other companies with lower debt levels; and

    limit Assertio Holdings' ability to apply proceeds from an offering or asset sale to purposes other than the repayment of debt.

Zyla stockholders may face risks relating to Assertio's potential opioid litigation liability.

        Assertio Therapeutics, along with other opioid manufacturers and, often, distributors, has been named in lawsuits related to the manufacturing, distribution, marketing and promotion of opioids. In addition, Assertio Therapeutics has also received various subpoenas and requests for information related to the distribution, marketing and sale of its opioid products. Moreover, Assertio's primary product liability insurer has sought a declaratory judgment that opioid litigation claims noticed by Assertio are not covered by its policies with such insurer. If any of these legal proceedings, inquiries or investigations were to result in an adverse outcome, the impact could have a material adverse effect on Assertio Therapeutics' competitive position, business, financial condition, results of operations and cash flows after the Merger and could negatively impact the stock price of Assertio Holdings Common Stock. Zyla stockholders are not currently exposed to significant product liability claims at Zyla; however, as a result of the Merger, as stockholders of Assertio Holdings, an adverse outcome or outcomes in any of these legal proceedings, inquiries or investigations could have a material adverse effect on the value of their holdings of Assertio Holdings Common Stock.

        Assertio's inability to obtain or maintain adequate insurance coverage at an acceptable cost could prevent or inhibit the commercialization of the combined company's products. Defending a lawsuit could be costly and significantly divert management's attention from conducting the combined company's business. If third parties were to bring successful product liability or other claims, or series of claims, against us for uninsured liabilities, or in excess of Assertio's insured liability limits, the combined company's business, results of operations and financial condition could be adversely affected.

Successful integration of the businesses of Assertio Holdings and Zyla is not assured.

        If the Merger is completed, Zyla and Assertio Therapeutics will become wholly-owned subsidiaries of Assertio Holdings. An important consideration for the Merger is the anticipated synergies arising from the combination of the two companies. However, integrating and coordinating the operations and personnel of Assertio Therapeutics and Zyla will be complex and time consuming due to operational and personnel-related challenges, the locations of their corporate headquarters, the current functions of their sales forces and distributions, which will be restructured following the completion of the transactions, and the size and complexity of each organization. This process will be time consuming and expensive and may disrupt the business of either or both of the companies and may not result in the

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full benefits expected by Assertio Holdings. The difficulties, costs and delays that could be encountered include:

    unanticipated issues in integrating information, communications and other systems, and internal controls over accounting and financial reporting;

    integrating Assertio Therapeutics' and Zyla's sales forces and existing businesses;

    preserving significant business relationships;

    quality system integration;

    consolidating corporate and administrative functions;

    conforming standards, controls, procedures and policies, business cultures and compensation structures between Assertio Therapeutics and Zyla;

    difficulties attracting and retaining key personnel;

    loss of customers; and

    unanticipated incompatibility of purchasing, logistics, marketing and administration methods.

        The management of Assertio Holdings will have to dedicate substantial effort to integrating the businesses of Assertio Therapeutics and Zyla during the integration process. These efforts could divert management's focus and resources from Assertio Holdings' company initiatives or strategic opportunities. If Assertio Holdings is unable to integrate Assertio Therapeutics' and Zyla's organizations, procedures and operations in a timely and efficient manner, or at all, the anticipated benefits, synergies and cost savings of the transactions may not be realized fully, or at all, or may take longer to realize than expected, and the value of Assertio Holdings' common stock may be affected adversely. Simultaneously, the management of Assertio Holdings will need to operate its subsidiaries in such a way to maintain corporate integrity and independence in order to avoid alter ego liability and piercing the corporate veil. An inability to realize the full extent of the anticipated benefits of the transactions while maintaining corporate integrity, as well as any delays or adjustments or unplanned events encountered in the integration process, could also have an adverse effect upon the revenues, level of expenses and operating results of Assertio Holdings.

Uncertainties associated with the transactions may cause employees to leave Assertio Therapeutics, Zyla or Assertio Holdings and may otherwise affect the future business and operations of Assertio Holdings.

        Assertio Holdings' success after completion of the transactions will depend in part upon its ability to retain key employees of Assertio Therapeutics and Zyla. Prior to and following the transactions, current and prospective employees of Assertio Therapeutics and Zyla may experience uncertainty about their future roles with Assertio Therapeutics and Zyla and choose to pursue other opportunities, which could have an adverse effect on Assertio Therapeutics, Zyla and Assertio Holdings. If key employees depart, the integration of the two companies may be more difficult and Assertio Holdings' business following the transactions could be adversely affected.

Assertio Holdings' results of operations and financial condition following the transactions may materially differ from the pro forma information and the unaudited prospective financial information presented in this Joint Proxy Statement/Prospectus.

        The unaudited pro forma condensed combined financial information in this Joint Proxy Statement/Prospectus is presented for illustrative purposes only and is not necessarily indicative of what Assertio Holdings' actual results of operations and financial condition would have been had the transactions been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Zyla identifiable assets to be acquired and liabilities to be assumed at fair value, and the resulting goodwill

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to be recognized. The purchase price allocation reflected is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets acquired and liabilities assumed in the transactions. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. The unaudited pro forma condensed combined financial information is also based on a number of other estimates and assumptions, including the related fees and expenses.

        The unaudited prospective financial information prepared by each of Assertio Therapeutics and Zyla in this Joint Proxy Statement/Prospectus was prepared for each such company's internal purposes and is presented in this Joint Proxy Statement/Prospectus because such forecasts were furnished to the Assertio Therapeutics board of directors, Zyla's board of directors and their respective financial advisors. The unaudited prospective financial information is based on numerous variables and assumptions that are inherently uncertain and are beyond the control of each company's management team, including assumptions with respect to macro-economic trends, interest rates and anticipated growth rates, and is not necessarily indicative of what each company's actual results of operations or financial condition would be on the dates indicated. The assumptions used in preparing these forecasts may not prove to be accurate and other factors may affect Assertio Holdings' actual results and financial condition after the completion of the transactions, which may cause Assertio Holdings' actual results and financial condition to differ materially from the estimates contained in the unaudited prospective financial information prepared by Assertio Therapeutics and Zyla.

Financial projections regarding Assertio and Zyla may not prove accurate.

        In connection with the Merger, Assertio and Zyla prepared and considered internal financial forecasts for Assertio and Zyla. These financial projections are based on several assumptions, including regarding future operating cash flows, expenditures and income of Assertio and Zyla. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, within projected time frames or at all. The failure of Assertio or Zyla to achieve projected results could have a material adverse effect on the price of the Assertio Holdings Common Stock and Assertio Holding's financial position.

Assertio Therapeutics and Zyla will incur significant transaction and Merger-related integration costs in connection with the transactions.

        Assertio Therapeutics and Zyla expect to pay significant transaction costs in connection with the transactions. These transaction costs include, but are not limited to, investment banking, legal and accounting fees and expenses, expenses associated with the supplemental indenture in connection with the transaction, printing expenses, mailing expenses and other related charges. A significant portion of the transaction costs will be incurred regardless of whether the transactions are consummated. Assertio Therapeutics and Zyla will each generally pay their own costs and expenses in connection with the transactions. Assertio Holdings may also incur costs associated with integrating the operations of the two companies, and these costs could be significant and could have an adverse effect on Assertio Holdings' future operating results if the anticipated cost savings from the transactions are not achieved. Although Assertio Therapeutics and Zyla currently expect that the realization of other efficiencies related to the integration of the two businesses should allow Assertio Holdings to offset incremental expenses over time, the net benefit may not be achieved in the near term, or at all.

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While the transactions are pending, Assertio Therapeutics and Zyla will be subject to business uncertainties, as well as contractual restrictions under the Merger Agreement that could have an adverse effect on the businesses of Assertio Therapeutics and Zyla.

        Uncertainty about the effect of the transactions on Assertio Therapeutics and Zyla employees and their business relationships may have an adverse effect on Assertio Therapeutics and Zyla and, consequently, on Assertio Holdings following the consummation of the transactions. These uncertainties could impair the ability of Assertio Therapeutics and Zyla to retain and motivate key personnel until and after the consummation of the transactions and could cause third parties who deal with Assertio Therapeutics and Zyla to seek to change existing business relationships with them. If key employees depart or if third parties seek to change business relationships with Assertio Therapeutics or Zyla, Assertio Holdings' business following the consummation of the transactions could be adversely affected. In addition, the Merger Agreement restricts Zyla, without Assertio Therapeutics' consent and subject to certain exceptions, and Assertio Therapeutics, without Zyla's consent and subject to certain exceptions, from making certain future acquisitions and taking other specified actions until the transactions are completed or the Merger Agreement terminates. The Merger Agreement also obligates Assertio Therapeutics and Zyla to generally operate their businesses in the ordinary course, consistent with past practice until the earlier of the consummation of the transactions or the termination of the Merger Agreement. These restrictions may prevent Assertio Therapeutics or Zyla from pursuing otherwise attractive business opportunities that may arise prior to completion of the transactions or termination of the Merger Agreement, or Assertio Therapeutics and Zyla from making changes to their respective businesses outside of the ordinary course, consistent with past practice.

The Merger Agreement contains provisions that restrict Assertio Therapeutics' and Zyla's ability to pursue alternatives to the transactions.

        Under the Merger Agreement, both Assertio Therapeutics and Zyla are restricted from soliciting, initiating, endorsing, encouraging, or knowingly facilitating or negotiating, or furnishing information with regard to, any inquiry, proposal or offer for an alternative acquisition or business combination transaction from any person. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Assertio Therapeutics or Zyla from considering or proposing an alternative acquisition or business combination transaction with such company, even if such third party were prepared to pay consideration with a higher value than the value of the transactions.

Some of Assertio Therapeutics' directors and executive officers may have interests in the transactions that are different from the interests of the stockholders of Assertio Therapeutics generally.

        Some of Assertio Therapeutics' directors and executive officers may have interests in the transactions that are different from, or are in addition to, the interests of the stockholders of Assertio Therapeutics. These interests include their designation as directors or executive officers of Assertio Holdings and the assumption by Assertio Holdings of any stock options or equity awards following the consummation of the transactions. See "The Merger—Interests of Assertio's Directors and Officers in the Merger" beginning on page 135.

Some of Zyla's directors and executive officers may have interests in the transactions that are different from the interests of the stockholders of Zyla generally.

        Some of Zyla's directors and executive officers may have interests in the transactions that are different from, or are in addition to, the interests of the stockholders of Zyla. These interests include their designation as directors or executive officers of Assertio Holdings, the accelerated vesting and settlement of their respective restricted stock units and the assumption by Assertio Holdings of their stock options following the consummation of the transactions. See "The MergerInterests of Zyla's Directors and Officers in the Merger" beginning on page 138.

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Assertio Therapeutics stockholders and Zyla stockholders will have a reduced ownership and voting interest after completion of the transactions in Assertio Holdings and will exercise less influence over its management.

        Assertio Therapeutics stockholders and Zyla stockholders currently have the right to vote in the election of the members of the respective boards of directors and on other matters affecting the respective companies. Upon the completion of the transactions, each Assertio Therapeutics stockholder and Zyla stockholder will become a stockholder of Assertio Holdings with a percentage ownership of Assertio Holdings that is smaller than the stockholder's percentage ownership of Assertio Therapeutics or Zyla, respectively, immediately prior to the transactions. It is currently expected that upon completion of the Merger, Assertio Therapeutics' former stockholders will beneficially own approximately 68%, and former Zyla's stockholders will beneficially own approximately 32%, of the outstanding shares of common stock of Assertio Holdings, calculated on a fully-diluted basis (treasury-stock method). Because of this, Assertio Therapeutics' and Zyla voting stockholders on a percentage vote basis will have less influence on the management and policies of Assertio Holdings than they now have on the management and policies of each respective company.

Assertio stockholders and Zyla stockholders cannot be sure of the market price of Assertio Holdings Common Stock they will receive.

        Pursuant to the Assertio Reorganization, each share of Assertio Therapeutics common stock will be converted into one share of Assertio Holdings Common Stock and, pursuant to the Merger, each share of Zyla Common Stock will be converted into the right to receive 2.5 shares of Assertio Holdings Common Stock. Assertio Holdings Common Stock is not currently listed on a national securities exchange and does not trade publicly, although Assertio Holdings intends to apply to list its common stock on Nasdaq, effective no later than the Effective Date of the Merger. No assurance can be provided as to the value at which shares of Assertio Holdings Common Stock will publicly trade. In addition, after completion of the transactions, the trading price of shares of Assertio Holdings Common Stock will be dependent on a number of conditions, including changes in the businesses, operations, results and prospects of the combined company, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. A number of these factors and conditions are beyond the control of Assertio Holdings, Assertio Therapeutics and Zyla.

The market price of Assertio Holdings Common Stock after the Merger may be affected by factors different from those currently affecting the market price of Assertio Therapeutics common stock.

        Assertio's and Zyla's respective businesses differ in some respects. As such, there is a risk that various factors, conditions and developments that would not affect each of their independent results of operations (including the share price of Assertio Therapeutics) could negatively affect the price of Assertio Holdings Common Stock. See "Risks Relating to Assertio Holding's Operations After the Consummation of the Merger" for a summary of some of the key factors that might affect Assertio Holdings and the prices at which shares of Assertio Holdings Common Stock may trade from time to time.

The consideration to be received by Zyla stockholders is fixed and will not be adjusted for changes affecting Assertio Therapeutics, including the trading price of Assertio Therapeutics common stock, or Zyla and, as such, the Assertio Holdings Common Stock issuable in the Merger may have a greater or lesser value than at the time the Merger Agreement was signed.

        Under the Merger Agreement, all Zyla Common Stock will be converted into the right to receive 2.5 shares of Assertio Holdings Common Stock. This means that the consideration under the Merger Agreement is fixed and will not be adjusted prior to completion of the transactions, including for changes in the businesses, operations, results and prospects of Assertio Therapeutics or Zyla. Such

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changes may affect the value of the Assertio Holdings Common Stock that Zyla stockholders will receive upon completion of the Merger. Market assessments of the benefits of the Merger and general and industry-specific market and economic conditions, including the recent worldwide pandemic of the novel strain of coronavirus (COVID-19) may also have an effect on the market prices of Assertio Holdings Common Stock.

        Therefore, if, before the completion of the Merger, the market price of the Assertio Therapeutics common stock declines from the market price on the date of the Merger Agreement, then Zyla stockholders could receive Assertio Holdings Common Stock with substantially lower value than the parties had negotiated for in the establishment of the exchange ratio. Similarly, if, before the completion of the Merger, the market price of Assertio Therapeutics common stock increases from the market price on the date of the Merger Agreement, then Zyla stockholders could receive Assertio Holdings Common Stock with substantially higher value than the parties had negotiated for in the establishment of the exchange ratio. The Merger Agreement does not include a price-based termination right. Because the exchange ratio does not adjust as a result of changes in the market value of Assertio Therapeutics common stock, for each percentage point that the market value of Assertio Therapeutics common stock rises or declines from the date of the Merger Agreement, there is a corresponding one percentage point rise or decline in the value of the Assertio Holdings Common Stock issued to Zyla stockholders (assuming no adjustment to the exchange ratio relating to indemnification).

The fairness opinions delivered by MTS Securities and Stifel, respectively, to Zyla's and Assertio Therapeutics' respective boards of directors prior to the entry into the Merger Agreement do not reflect changes in circumstances that may have occurred since the dates of the opinions.

        The respective boards of directors of Zyla and Assertio Therapeutics have not obtained updated fairness opinions either as of the date of this Joint Proxy Statement/Prospectus or as of any other date subsequent to the dates of such opinions from MTS Securities, LLC ("MTS Securities"), which is Zyla's financial advisor, or from Stifel, Nicolaus & Company, Incorporated ("Stifel"), which is Assertio Therapeutics' financial advisor. Changes in circumstances, including in the operations and prospects of Zyla or Assertio Therapeutics, stock prices, general market and economic conditions and other factors, some or all of which may be beyond the control of Zyla and Assertio Therapeutics, including the recent worldwide pandemic of COVID-19 that has caused higher than normal volatility in the financial markets generally, are not reflected in such opinions. The opinions do not speak as of any date other than the dates of those opinions.

In connection with the transactions, Zyla, Assertio Therapeutics and/or Assertio Holdings may be required to take write-downs or write-offs, restructuring and impairment or other charges that could negatively affect the business, assets, liabilities, prospects, outlook, financial condition and results of operations of Zyla, Assertio Therapeutics and/or Assertio Holdings.

        Although Zyla and Assertio Therapeutics have conducted due diligence in connection with the transactions, they cannot assure you that this diligence revealed all material issues that may be present, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Zyla's and Assertio's control will not later arise. Even if Zyla's and Assertio Therapeutics' due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Zyla's and Assertio's preliminary risk analysis. Further, as a result of the transactions, purchase accounting, and the proposed operation of the combined company going forward, Zyla, Assertio Therapeutics, and/or Assertio Holdings may be required to take write-offs or write-downs, restructuring and impairment or other charges. As a result, Zyla, Assertio Therapeutics and/or Assertio Holdings may be forced to write-down or write-off assets, restructure its operations, or incur impairment or other charges that could negatively affect the business, assets, liabilities, prospects, outlook, financial condition and results of operations of Zyla, Assertio Therapeutics and/or Assertio Holdings.

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Failure to complete the transactions may negatively impact the share price of Assertio Therapeutics and Zyla and the future business and financial results of each of Assertio Therapeutics and Zyla.

        The Merger Agreement provides that either Assertio Therapeutics or Zyla may terminate the Merger Agreement if the transactions are not consummated on or before September 12, 2020.

        If the transactions are not completed on a timely basis, Assertio's and Zyla's ongoing businesses may be adversely affected. If the transactions are not completed at all, Assertio Therapeutics and Zyla will be subject to a number of risks, including the following:

    being required to pay costs and expenses relating to the transactions, such as legal, accounting, financial advisory and printing fees;

    time and resources committed by each company's management to matters relating to the transactions could otherwise have been devoted to pursuing other beneficial opportunities; and

    in the case of Zyla, it may experience a critical cash shortfall and may need to draw down on its revolving credit facility for cash to operate its business.

        If the transactions are not completed, the price of Assertio Therapeutics common stock and Zyla Common Stock may decline to the extent that the current market price reflects a market assumption that the transactions will be completed and that the related benefits will be realized, or a market perception that the transactions were not consummated due to an adverse change in the business of Assertio Therapeutics or Zyla.

The COVID-19 outbreak may adversely affect the ability to timely consummate the Merger.

        COVID-19 and the various precautionary measures taken by many governmental authorities around the world in order to limit its spread have had a severe effect on global markets and the global economy. The extent to which the coronavirus impacts Assertio's and Zyla's respective business operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the nature and extent of governmental actions taken to contain it or treat its impact, among others. COVID-19 and official actions in response to it have made it more challenging for Assertio and Zyla and relevant third parties to adequately staff Assertio's business and operations, including Assertio's accounting and financial operations, and may cause delay in Assertio's ability to obtain the relevant approvals and third-party consents for the consummation of the Merger.

        The foregoing factors could also have an adverse effect on the market price of Assertio Common Stock or the value of Assertio's other outstanding securities.

The merger may have adverse tax consequences.

        Each of Zyla and Assertio intends that either (i) each of the Assertio Reorganization (together with the Assertio LLC Conversion, if any) and the Merger (together with the Zyla LLC Conversion, if any) will qualify as a reorganization within the meaning of Section 368(a) of the Code, or (ii) such transactions taken together qualify as a transaction governed by Section 351 of the Code. See "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 157. If the transactions were to fail to so qualify, then each holder of Zyla common stock generally would recognize gain or loss, as applicable, equal to the difference between (1) the sum of the fair market value of the shares of Assertio Holdings Common Stock received by such U.S. holder in the merger and the amount of cash received for fractional shares by such U.S. holder in the Merger and (2) its adjusted tax basis in the shares of Zyla common stock surrendered in exchange therefor. The consequences of the Merger to any particular shareholder will depend on that shareholder's particular situation. We strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

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Risks Relating to Assertio Holding's Operations After the Consummation of the Merger

Upon completion of the Merger, each of Assertio Therapeutics and Zyla will become a wholly-owned subsidiary of Assertio Holdings. Accordingly, the risks specific to the businesses of Assertio and Zyla will affect the combined business of Assertio Holdings.

        You should read and consider the risk factors described in Part I, Item 1A of Assertio's Annual Report on Form 10-K for the fiscal year ending December 31, 2019, which is filed by Assertio with the SEC and incorporated by reference into this document. See "Where You Can Find Additional Information" beginning on page 3. Risks related to Zyla's business are discussed below.

The COVID-19 pandemic has been affecting Assertio's business and operations and may continue to affect these operations for a sustained period.

        The ongoing COVID-19 pandemic has required Assertio's sales representatives to work from home and has prevented them from the usual practice of calling on physicians and healthcare providers in a healthcare setting. Additionally, while shelter-in-place orders remain in effect, Assertio would expect fewer patients to visit physicians for conditions treated by Assertio's products, as well as fewer elective surgeries and fewer visits to pharmacies to have prescriptions filled. As a result, Assertio expects to see a negative impact in product sales during the peak of the pandemic, which is expected to be in the second quarter of 2020, although the degree of this impact is not currently estimable.

        As the shelter-in-place orders are lifted and our employees are permitted to return to their normal job functions, the longer term impact of the pandemic on Assertio's business is also unknown. The potential economic impact brought by the pandemic is difficult to assess or predict, and the impact of the pandemic on the global financial markets may reduce Assertio's ability to access capital, which could negatively impact Assertio's liquidity. The ultimate impact of the pandemic is highly uncertain and subject to change. Assertio does not yet know the full extent of potential delays or impacts on its business, financing or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on Assertio's liquidity, capital resources, operations and business and those of the third parties on which it relies, including suppliers and distributors.

Additional Risks Relating to Assertio

        Assertio is, and following completion of the Merger will continue to be, subject to the risks described in Part I, Item 1A "Risk Factors" in Assertio Therapeutics' Annual Report on Form 10-K for the year ended December 31, 2019. See "Incorporation of Certain Information by Reference" on page 4.

Additional Risks Relating to Zyla

Risks Related to Zyla's Operating History, Financial Position and Capital Requirements

Zyla has incurred significant losses since its inception and has restructured through a bankruptcy proceeding, from which it emerged in January 2019.

        Zyla restructured its business through the bankruptcy process, which concluded in the first quarter of 2019. Zyla does not have a long history as a commercial company; therefore, it is difficult to assess how it will respond to competitive, economic or other challenges to its business. Zyla is a commercial-stage life sciences company focused on developing and marketing six commercially available products: SPRIX® (ketorolac tromethamine) Nasal Spray, ZORVOLEX® (diclofenac), INDOCIN® (indomethacin) suppositories, VIVLODEX® (meloxicam), INDOCIN® oral suspension and OXAYDO® (oxycodone HCI, USP) tablets for oral use only. Zyla's limited commercialization experience and limited number of marketed products make it difficult to evaluate its current business and predict future prospects. If Zyla's assumptions regarding the risks and uncertainties it faces, which Zyla uses in its business planning, are incorrect or change due to circumstances in its business or its markets, or if

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Zyla does not address these risks successfully, its business could suffer and its operating and financial results could differ materially from its expectations.

        Zyla had a net loss of $46.6 million for the period February 1, 2019 through December 31, 2019, net income of $107.2 million for the period January 1, 2019 through January 31, 2019 and a net loss of $95.5 million for the year ended December 31, 2018. Net revenues, which represented product sales, were $79.5 million for the period February 1, 2019 through December 31, 2019, $1.8 million for the period January 1, 2019 through January 31, 2019 and $30.4 million for the year ended December 31, 2018. As of December 31, 2019, Zyla had an accumulated deficit of $46.6 million. Zyla expects to incur significant expenses and operating losses for the foreseeable future as it incurs considerable commercialization expenses in an effort to continue to grow its sales, marketing and distribution infrastructure for its commercial products in the United States.

        Zyla may incur losses and cash flow constraints for the foreseeable future. Zyla's cash flow constraints are compounded by its significant debt burden and may be significantly impacted as a result of the ramifications of COVID-19 (as defined below). Zyla's ability to generate sufficient net revenues from its products, any other products that Zyla may in-license or acquire, and any product candidates that it may develop and partner, will depend on numerous factors described in the following risk factors and elsewhere in this Joint Proxy Statement/Prospectus. Zyla expects that its gross margin may fluctuate from period to period as a result of changes in product mix sold, potentially by the introduction of new products by Zyla or its competitors (including generics), manufacturing efficiencies related to its products, payor reimbursement and rebates and a variety of other factors. Even if Zyla achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. Zyla's prior losses and expected future losses have had and will continue to have an adverse effect on its stockholders' deficit and working capital.

Zyla's long-term liquidity requirements and the adequacy of its capital resources are difficult to predict.

        Zyla faces uncertainty regarding the adequacy of its liquidity and capital resources and have limited access to additional financing. Zyla's liquidity, including its ability to meet its ongoing operational obligations, is dependent upon, among other things, its ability to maintain adequate cash on hand and its ability to generate positive net cash flows from operations. If Zyla is unable to generate positive net cash flows, its financial condition will suffer.

        Zyla has a $20.0 million senior secured revolving credit facility (the "Revolving Credit Facility"), as permitted under the indenture for the Zyla Secured Notes and has drawn $5.0 million on that revolving credit facility as of December 31, 2019. Zyla's liquidity needs may exceed the remaining amount available under its revolving credit facility and Zyla may not be able to secure additional financing on favorable terms or at all. In addition, incurrence of any additional indebtedness would increase Zyla's debt repayment burden. The indenture for the Zyla Secured Notes provides that Zyla must maintain a minimum level of consolidated liquidity, based on unrestricted cash on hand and availability under any revolving credit facility, equal to the greater of the quotient of the outstanding principal amount of the Zyla Secured Notes divided by 9.5 and $7.5 million.

Zyla currently generates limited revenue from the sale of products and may never become profitable.

        From inception through December 31, 2019, Zyla has generated $158.8 in net product revenue from its approved products, SPRIX® (ketorolac tromethamine) Nasal Spray, ZORVOLEX® (diclofenac), INDOCIN® (indomethacin) suppositories, VIVLODEX® (meloxicam), INDOCIN® oral suspension, OXAYDO® (oxycodone HCI, USP) tablets for oral use only—CII, TIVORBEX (sold November 2019) and ARYMO ER (discontinued in September 2018) and has generated $22.6 million in total revenue from feasibility and collaboration agreements. Zyla's ability to generate additional revenue and become profitable depends upon its ability to expand the marketing of its approved

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products and commercialize its product candidates, or other product candidates that Zyla may in-license or acquire in the future.

        Further, even if Zyla were able to partner its product candidates and/or it decides to seek and is able to successfully achieve regulatory approval for them, Zyla does not know when any of these products would generate revenue, if at all. Zyla's ability to generate net revenue from its products or any partnered product candidates also depends on additional factors, including its ability to:

    Successfully obtain and maintain all regulatory filings and labels for its products;

    complete and submit NDAs to the FDA and obtain regulatory approval for indications for which there is a commercial market;

    appropriately address generic entry into the markets for its products;

    set a commercially viable price for its products;

    obtain and maintain coverage and adequate reimbursement from third-party payors, including government payors;

    address limitations in its marketing ability as a result of the claims that it is permitted to include in the label for its products;

    further penetrate the market for existing products and ultimately increase sales for its products relative to its competition;

    find suitable partners to help it market, sell and distribute its products, including in other markets and maintain its current partnerships;

    maintain its intellectual property rights and defend its intellectual property rights from any challenges;

    obtain commercial quantities of its products at acceptable cost levels;

    maintain the quality of its products such that they are not subject to a product withdrawal;

    continue to develop and/or reconfigure a commercial organization capable of sales, marketing and distribution for the products Zyla intends to sell in the markets in which it has retained commercialization rights;

    detail its products in person directly to healthcare providers;

    successfully satisfy any FDA post-marketing requirements for its products, including studies and clinical trials that have been required for other IR opioid analgesics;

    successfully complete any necessary clinical studies and human abuse liability studies;

    find suitable partners to help it develop and seek regulatory approval for its product candidates; and

    complete and submit applications to, and obtain regulatory approval from, foreign regulatory authorities.

        In addition, Zyla's commercial infrastructure is costly. To manage operations effectively, Zyla needs to continue to improve its operational and management controls, reporting and information technology systems and financial internal control procedures. If Zyla is unable to manage its operations effectively, it may be difficult for it to execute its business strategy and its operating results and business could suffer.

        Even if Zyla is able to significantly increase net revenues from the sale of its products, it may not become profitable and may need to obtain additional funding to continue operations. If Zyla fails to become profitable or is unable to sustain profitability on a continuing basis, it may be unable to

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continue its operations at planned levels, need to license or abandon one or more of its products and/or be forced to reduce its operations.

Zyla's current significant indebtedness and any future debt obligations expose it to risks that could adversely affect its business, operating results and financial condition.

        Upon Zyla's emergence from bankruptcy on January 31, 2019, Zyla completed its debt restructuring and issued $95.0 million in Zyla Secured Notes. In addition, in March 2019, Zyla put in place the Revolving Credit Facility.

        Interest on the Zyla Secured Notes accrues at a rate of 13% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. Beginning April 2020, on each such payment date, Zyla will also pay an installment of principal on the Zyla Secured Notes in an amount equal to 15% of the aggregate net sales of OXAYDO, SPRIX Nasal Spray, ARYMO ER, Egalet-002, ZORVOLEX, VIVLODEX, INDOCIN suppositories and oral suspension for the two consecutive fiscal quarterly periods most recently ended, less the amount of interest paid on the Zyla Secured Notes on that payment date.

        Advances under the Revolving Credit Facility bear interest at Zyla's option at either the LIBOR rate (which is subject to a floor of 2%) plus 5%, or a base rate plus 4%. The Revolving Credit Facility is scheduled to mature in March 2022.

        Zyla's ability to make payments on the Zyla Secured Notes and the Revolving Credit Facility depends on its ability to generate cash in the future. Zyla cannot assure you that its business will be able to generate sufficient cash flow from operations or that future borrowings or other financings will be available in an amount sufficient to enable it to service its indebtedness and fund its other liquidity needs.

        The indebtedness under the Zyla Secured Notes and under the Revolving Credit Facility is secured by substantially all of Zyla's assets, including its intellectual property. As a result, a default under the Zyla Secured Notes indenture or the Revolving Credit Facility could result in the loss of some or all of Zyla's assets and intellectual property, which would have a material adverse effect on its business and results of operations. The terms of the agreements governing any of Zyla's future indebtedness may have similar or additional limitations and restrictions.

        This level of debt could have important consequences to you as an investor in Zyla's securities. For example, it could:

    reduce the amount of funds available to fund working capital, capital expenditures and other general corporate purposes;

    increase Zyla's vulnerability to both general and industry-specific adverse economic conditions;

    limit Zyla's ability to engage in acquisitions or other business development activities;

    make Zyla a less attractive opportunity for other companies seeking to acquire Zyla or its products;

    limit Zyla's flexibility in planning for and executing the further development, approval and marketing of its products or product candidates, if successfully partnered;

    place Zyla at a competitive disadvantage compared to any of its competitors that are less leveraged than Zyla is; and

    limit Zyla's ability to obtain additional funds.

        In addition, as the magnitude of Zyla's principal and interest payments on the Zyla Secured Notes may be proportionate to the net revenues generated by its products, the nature of the Zyla Secured

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Notes will reduce the amount of cash flow from net product sales that is available for other corporate purposes.

Zyla's debt payments require a significant amount of cash, and Zyla may not have sufficient cash flow from its business to pay its substantial debt.

        Zyla's ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness, including the Zyla Secured Notes and the Revolving Credit Facility, depends on its future performance, which is subject to economic, financial, competitive and other factors (including global pandemics) beyond its control. Zyla's business may not generate cash flow from operations in the future sufficient to service its debt and make necessary capital expenditures. If Zyla is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring its debt again or obtaining additional equity capital on terms that may be onerous or highly dilutive. Zyla's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. Zyla may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations. Further, the indenture governing the Zyla Secured Notes and the Revolving Credit Facility each contain cross-default provisions which could be triggered in the event of a default under other material indebtedness, which would adversely impact its cash flow and financial condition.

Zyla relies on available borrowings under the Revolving Credit Facility for cash to operate its business, which subjects it to market and counterparty risks, some of which are beyond its control.

        In addition to cash Zyla generates from its business, its principal existing sources of cash are borrowings available under the Revolving Credit Facility. If Zyla's access to such financing was unavailable or reduced, due to the liquidity requirements under the Revolving Credit Facility or otherwise, or if such financing were to become significantly more expensive for any reason, Zyla may not be able to fund daily operations, which would cause material harm to its business or could affect its ability to operate its business. In addition, if certain of Zyla's lenders experience difficulties that render them unable to fund future draws on the Revolving Credit Facility, Zyla may not be able to access all or a portion of these funds, which could have similar adverse consequences.

The report of Zyla's independent registered public accounting firm contains explanatory language that substantial doubt exists about its ability to continue as a going concern.

        The report of Zyla's independent registered public accounting firm on its consolidated financial statements for the years ended December 31, 2019 and 2018 includes explanatory language that indicates substantial doubt about Zyla's ability to continue as a going concern. If Zyla is unable to continue as a going concern, it might have to liquidate its assets and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its consolidated financial statements. The inclusion of a going concern explanatory paragraph by Zyla's auditors, and its potential inability to continue as a going concern may materially adversely affect the value of its equity and its ability to raise new capital or to enter into critical contractual relations with third parties.

        Zyla's consolidated financial statements included in this Joint Proxy Statement/Prospectus do not include any adjustments that might be necessary should Zyla be unable to continue as a going concern. If the going concern basis were not appropriate for these consolidated financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

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Zyla may require additional capital to fund its planned operations, which may not be available on acceptable terms or at all.

        Zyla has used substantial amounts of cash since inception to fund its operations and it expects to continue to spend significantly to commercialize its products, as well as to potentially acquire new products.

        Zyla cannot be certain that additional funding will be available on acceptable terms, or at all. If Zyla is unable to raise additional capital in sufficient amounts or on acceptable terms, it may have to significantly delay, scale back or discontinue the commercialization of one or more of its products or delay its ability to acquire or license new products or product candidates. Zyla also could fail to complete its post-marketing requirements, fail to maintain its regulatory approvals or its intellectual property or be required to further curtail its operations, including by discontinuing the sale of one or more of its products.

        Zyla's future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:

    increasing sales of its current products;

    any generic entry into one or more of the markets for its products;

    the timing and amount of revenue from sales of its products;

    the size and cost of its commercial infrastructure;

    its ability to maintain coverage and adequate reimbursements from third-party payors and to gain inclusion on applicable formularies;

    complying with and completing FDA post-marketing requirements for its products and PREA commitment for SPRIX Nasal Spray and certain SoluMatrix products;

    the initiation, progress, timing, costs and results of clinical trials for its products and any future products Zyla may in-license or acquire;

    the number and characteristics of products, any partnered product candidates, and any products that Zyla in-licenses or acquires;

    its ability to maintain regulatory approvals by the FDA and comparable foreign regulatory authorities once obtained;

    its ability to maintain the quality of its products such that they do not become subject to product withdrawals;

    the cost and timing of completion of commercial-scale outsourced manufacturing activities for any products Zyla develops, in-licenses or acquires;

    its ability to achieve milestones under any license or collaboration agreement that it has entered or may enter into in the future;

    its ability to maintain coverage and adequate reimbursements from third-party payors and to gain inclusion on applicable formularies;

    costs and timing of completion of any outsourced commercial manufacturing supply arrangements that it may establish;

    the outcome, timing and cost of regulatory approvals by the FDA and comparable foreign regulatory authorities, including the potential for the FDA or comparable foreign regulatory authorities to require that Zyla perform more studies than those that it currently expects;

    its ability to obtain API through the allocation process handled by the DEA;

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    the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

    its ability to maintain the quality of its products;

    the effect of competing technological and market developments, including pressure on the opioid market and the expected decline in the prescribing of opioids; and

    costs associated with any third-party litigation.

Despite Zyla's current debt levels, it may still incur additional debt or take other actions which would intensify the risks discussed above.

        Zyla's existing debt places significant limitation on its ability to incur additional indebtedness. Despite its current consolidated debt levels, Zyla and its subsidiaries may be able to incur certain additional debt in the future, subject to the restrictions contained in its debt instruments, some of which may be secured debt. In certain situations, the terms of the indenture governing the Zyla Secured Notes and the terms of the Revolving Credit Facility permit Zyla to incur additional debt, secure existing or future debt, recapitalize its debt or take a number of other actions that could have the effect of diminishing its ability to make payments on its existing debt when due. The indenture governing the Zyla Secured Notes and the Revolving Credit Facility each restrict Zyla's ability to incur certain additional indebtedness, including certain secured indebtedness, subject to certain exceptions, but if the Zyla Secured Notes and the Revolving Credit Facility mature or are repaid, Zyla may not be subject to such restrictions under the terms of any subsequent indebtedness.

Raising additional capital may cause dilution to Zyla's existing stockholders, restrict its operations or require Zyla to relinquish rights to its technologies, products or product candidates.

        Zyla may seek additional capital through a combination of private equity offerings, debt financings, receivables or royalty financings, strategic partnerships and alliances and licensing arrangements. To the extent that Zyla raises additional capital through the sale of equity or convertible debt securities, the ownership interests of its existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of its existing stockholders. Debt, receivables and royalty financings may be coupled with an equity component, such as warrants to purchase stock, which could also result in dilution of its existing stockholders' ownership. The incurrence of additional indebtedness would result in increased fixed payment obligations and could also result in certain additional restrictive covenants, such as limitations on Zyla's ability to incur additional debt, limitations on its ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact Zyla's ability to conduct its business and may result in liens being placed on its assets and intellectual property. If Zyla were to default on such indebtedness, it could lose such assets and intellectual property. If Zyla is unable to raise additional funds through equity or debt financing when needed, it may be required to delay, limit, reduce or terminate its commercialization efforts, otherwise significantly curtail operations or grant rights to develop and market its technologies that it would otherwise prefer to develop and market itself. If Zyla raises additional funds through strategic partnerships and alliances and licensing arrangements with third parties, it may have to relinquish valuable rights to its product candidates, or grant licenses on unfavorable terms.

Zyla's indebtedness may be subject to interest rate risks.

        Both the Zyla Secured Notes and the Revolving Credit Facility have interest rates based in whole or in part on LIBOR. There is currently uncertainty around whether LIBOR will continue to exist after 2021. If LIBOR ceases to exist, Zyla may need to amend the indenture governing the Zyla Secured Notes and the Revolving Credit Facility and it cannot predict what alternative index would be negotiated with its counterparties. As a result, Zyla's interest expense could increase and its available

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cash flows may be adversely affected. Additionally, uncertainty as to the nature of a potential discontinuance, modification, alternative reference rate or other reforms may materially affect the trading market for the Zyla Secured Notes.

A terrorism attack, other geopolitical crisis, or widespread outbreak of an illness or other health issue, such as the COVID-19 outbreak, or the perception of their effects, could negatively affect various aspects of Zyla's business, including its workforce and supply chain, which could have a material adverse effect on its financial condition, results of operation or cash flows.

        Zyla's operations are susceptible to global events, including acts or threats of war or terrorism, international conflicts, political instability, and natural disasters. The occurrence of any of these events could have an adverse effect on Zyla's business results and financial condition.

        Zyla is also susceptible to a widespread outbreak of an illness or other health issue, such as the ongoing COVID-19 outbreak. Outbreaks of epidemic, pandemic, or contagious diseases, such as the COVID-19 virus or, historically, the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could divert medical resources and priorities towards the treatment of that disease. An outbreak of a contagious disease could also negatively disrupt Zyla's business. Business disruptions could include disruptions or restrictions to Zyla's workforce, including Zyla's ability to educate HCPs in person regarding its products, any restrictions on or decline in the use of its products due to the recommendations relating to the treatment of such disease, on its ability to travel or to distribute its products, as well as temporary closures of its facilities or the facilities of its suppliers and their contract manufacturers (and the resulting impact on production or its products), and a reduction in business hours. For example, the ongoing COVID-19 outbreak has required Zyla's sales representatives to work from home and has prevented them from the usual practice of calling on physicians and healthcare providers in person in a healthcare setting. Any disruption of Zyla's suppliers and contract manufacturers or its customers would likely adversely impact its cash flow, sales and operating results. Alternate sources may not be available or may result in delays in shipments to Zyla from its suppliers and subsequently to Zyla's customers. Moreover, if Zyla's customers' businesses are similarly affected or if non-essential medical procedures are delayed, HCPs may not write prescriptions for Zyla's products and/or Zyla's customers might delay or reduce purchases from Zyla. In particular, the ongoing COVID-19 outbreak has caused elective surgeries to be cancelled or postponed and Zyla expects this to impact sales of certain Zyla products that are prescribed for pain management following surgery. If Zyla's operations are curtailed, it may need to seek alternate sources of supply for services and staff, which may be more expensive. In addition, a significant outbreak of epidemic, pandemic, or contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for Zyla's products, the value of its Common Stock and Zyla's liquidity and access to capital. The extent to which COVID-19 impacts Zyla's operations or those of its third-party partners will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. While Zyla carries insurance for certain business interruption events, it does not carry sufficient business interruption insurance to compensate for all losses that may occur during significant business interruptions. Any losses or damages Zyla incurs could have a material adverse effect on its financial results and its ability to conduct business as expected.

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Risks Related to the Commercialization of Zyla's Products

Zyla's future prospects are dependent on the success of its products, and Zyla may not be able to successfully commercialize these products. Failure to do so would adversely impact its financial condition and prospects.

        A substantial portion of Zyla's resources are focused on the commercialization of its products, SPRIX Nasal Spray, INDOCIN Suppositories and Oral Suspension, ZORVOLEX, VIVLODEX and OXAYDO. Zyla's ability to generate significant product revenues and to achieve commercial success in the near term will initially depend in large part on its ability to successfully commercialize these products in the United States. If Zyla fails to successfully commercialize its current and future products, it may be unable to generate sufficient revenues to sustain and grow its business, and its liquidity, financial condition and results of operations will be adversely affected.

Zyla faces intense competition, including from generic products. If Zyla's competitors market or develop generic versions of its products or alternative treatments that are marketed more effectively than its products or are demonstrated to be safer or more effective than its products, Zyla's commercial opportunities will be reduced or eliminated.

        Zyla's products compete against numerous branded and generic products already being marketed and potentially those that are or will be in development. Many of these competitive products are offered in the United States by large, well-capitalized companies. The NSAID market is highly competitive and Zyla faces competition from branded, generic and over-the-counter products. Zyla cannot be sure that it will be able to sufficiently distinguish SPRIX or its SoluMatrix products to enable them to generate significant revenue.

        If the FDA or other applicable regulatory authorities approve generic products that compete with any of Zyla's products, it could reduce its sales of those products. Once an NDA, including a Section 505(b)(2) application, is approved, the product covered thereby becomes a "listed drug" which can, in turn, be cited by potential competitors in support of approval of an ANDA. The Federal Food, Drug and Cosmetic Act (the "FFDCA"), FDA regulations and other applicable regulations and policies provide incentives to manufacturers to create modified, non-infringing versions of a drug to facilitate the approval of an ANDA or other application for generic substitutes. Depending on the product, these manufacturers might only be required to conduct a relatively inexpensive study to show that their product has the same active ingredient(s), dosage form, strength, route of administration, and conditions of use, or labeling, as Zyla's product and that the generic product is absorbed in the body at the same rate and to the same extent as, or is bioequivalent to, Zyla's products. Generic equivalents may be significantly less costly than Zyla's to bring to market and companies that produce generic equivalents are often able to offer their products at lower prices. Thus, after the introduction of a generic competitor, a significant percentage of the sales of any branded product are typically lost to the generic product. Accordingly, competition from generic equivalents to Zyla's products would substantially limit Zyla's ability to generate revenues and therefore obtain a return on the investments Zyla has made in its products and product candidates. For example, the patent for SPRIX Nasal Spray expired in December 2018 and INDOCIN currently has no patent protection. Zyla cannot be certain what impact generic products would have on its revenues from SPRIX Nasal Spray or INDOCIN, or its operating results generally. Prior to Zyla's purchase of products from Iroko, Iroko settled patent infringement litigation with Lupin, which settlement will allow Lupin to launch a generic form of ZORVOLEX prior to the expiration of the patents covering ZORVOLEX, no later than the second half 2023. In addition, iCeutica and Iroko sued Lupin and Novitium, each over its ANDA for a generic version of VIVLODEX. The settlements in those cases involved granting certain generic entry rights to the other parties.

        Zyla's competitors may also develop branded products, devices or technologies that are more effective, better tolerated, subject to fewer or less severe side effects, more useful, more widely-prescribed or accepted, or less costly than Zyla's. For each product Zyla commercializes, sales and

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marketing efficiency are likely to be significant competitive factors. While Zyla has its own internal salesforce, which markets its products in the United States, there can be no assurance that Zyla can maintain these capabilities in a manner that will be cost efficient and competitive with the sales and marketing efforts of its competitors, especially since some or all of those competitors could expend greater economic resources than Zyla does and/or employ third-party sales and marketing channels.

If physicians and patients do not accept and prescribe/use Zyla's products, Zyla will not achieve sufficient product revenues and its business will suffer.

        If Zyla's products do not achieve coverage by third-party payors and/or broad market acceptance by physicians and patients, the commercial success of those products and revenues that Zyla generates from those products will be limited. Acceptance and use of Zyla's products will depend on a number of factors including:

    the timing of market introduction of competitive products;

    any exclusivity rights a competitor's products may have;

    the results of any required post-marketing studies following any product approval to support the continued use of any abuse-discouraging claims for OXAYDO;

    approved indications, warnings and precautions language that may be less desirable than anticipated;

    perceptions by members of the healthcare community, including physicians, about the safety and efficacy of its products and, in particular, the efficacy of its abuse discouraging technology in reducing potential risks of unintended use;

    published studies demonstrating the cost effectiveness of its products relative to competing products;

    the potential and perceived advantages of its products and product candidates over alternative treatments;

    availability of coverage and adequate reimbursement for its products from government and third-party payors;

    any negative publicity related to Zyla's or its competitors' products that include the same active ingredient as its products;

    the prevalence and severity of adverse side effects, including limitations or warnings contained in a product's FDA approved product labeling;

    legislative, regulatory or administrative enforcement actions against opioid manufacturers;

    any quality issue that may arise in the manufacturing or distribution of its products;

    effectiveness of marketing and distribution efforts by Zyla and other licensees and distributors; and

    the steps that prescribers and dispensers of must take, since Zyla's products are controlled substances, as well as the perceived risks based upon their controlled substance status.

        Because Zyla expects to rely on sales generated by its products to achieve profitability in the future, the failure of its products to achieve market acceptance would harm its business prospects.

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Zyla's products are and may become subject to unfavorable pricing regulations or healthcare reform initiatives, which could harm its business.

        Recent events have resulted in increased public and governmental scrutiny of the cost of drugs, especially in connection with price increases following companies' acquisitions of the rights to certain drug products. In particular, in January 2019, the House Committee on Oversight and Reform launched one of the most wide-ranging investigations in decades into the prescription drug industry's pricing practices. The Oversight Committee sent letters to twelve drug companies seeking detailed information and documents about the companies' pricing practices. The letters seek information and communications on price increases, investments in R&D, and corporate strategies to preserve market share and pricing power. The House Oversight Committee has and will continue to hold hearings on the matter as well. While Zyla did not receive a letter, the letters and planned hearings demonstrate the continued focus of the U.S. Congress on drug pricing. Zyla's revenue and future profitability could be negatively affected if these inquiries were to result in legislative or regulatory proposals that limit its ability to independently manage the prices of its products.

        Further, there has been heightened governmental scrutiny in the United States of pharmaceutical pricing practices in light of the rising cost of prescription drugs. Legislation has been introduced in the U.S. Congress and several state legislatures that allows price controls in various circumstances, requires enhanced transparency in how pricing is established, caps or penalizes price inflation beyond certain parameters and ties pricing to federal supply schedules, among other initiatives. Such scrutiny has resulted in several recent congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for products. The current administration has indicated that reducing the price of prescription drugs will be a priority of the administration. If healthcare policies or reforms intended to curb healthcare costs are adopted, or if Zyla experiences negative publicity with respect to pricing of its products or the pricing of pharmaceutical drugs generally, the prices that Zyla charges for its products may be limited.

        At the federal level, the current administration's budget proposal for fiscal year 2019 contains further drug price control measures that could be enacted during the 2019 budget process or in other future legislation, including, for example, measures to permit Medicare Part D plans to negotiate the price of certain drugs under Medicare Part B, to allow some states to negotiate drug prices under Medicaid and to eliminate cost sharing for generic drugs for low-income patients. In addition, the current administration released a "Blueprint" to lower drug prices through proposals to increase manufacturer competition, increase the negotiating power of certain federal healthcare programs, incentivize manufacturers to lower the list price of their products and reduce the out-of-pocket costs of drug products paid by consumers. HHS has begun the process of soliciting feedback on some of these measures and, at the same time, is implementing others under its existing authority. Although proposals like these will require authorization through additional legislation to become effective, Congress and the current administration have each indicated that it will continue to seek new legislative and/or administrative measures to control drug costs.

        At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Legally mandated price controls on payment amounts by third-party payors or other restrictions could harm Zyla's business, results of operations, financial condition and prospects. For example, California recently enacted a law restricting manufacturers from paying co-pays for branded products if an AB-rated generic equivalent is available. While this law does not currently impact Zyla's products, California's law could spur other states to adopt similar legislation,

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even legislation that is more restrictive. If Zyla is unsuccessful with its co-pay initiatives, it would be at a competitive disadvantage in terms of pricing versus preferred branded and generic competitors. Any such law could adversely impact the utilization of Zyla's products and harm its commercial prospects. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. This could reduce the ultimate demand for Zyla's products or put pressure on its product pricing, which could negatively affect its business, results of operations, financial condition and prospects.

        These actions may put downward pressure on pharmaceutical pricing and increase Zyla's regulatory burdens and operating costs. Zyla's revenue and future profitability could be negatively affected if these inquiries were to result in legislative or regulatory proposals that limit its ability to increase the prices of its products.

Recently enacted and future legislation may increase the difficulty and cost for Zyla to commercialize its products, reduce the prices Zyla is able to obtain for its products, and hinder or prevent commercial success.

        Before Zyla can market and sell products in a particular jurisdiction, Zyla must obtain necessary regulatory approvals (from the FDA in the United States and from similar foreign regulatory agencies in other jurisdictions) and in some jurisdictions, reimbursement authorization. There are no guarantees that either Zyla or its commercialization partners will obtain any additional regulatory approvals for its products. Even if Zyla is able to obtain and maintain all of the necessary regulatory approvals, it may never generate significant revenues from any commercial sales of its products.

        Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for pharmaceutical products. Zyla cannot be sure whether additional legislative changes will be enacted, or whether the FDA regulations, guidance or interpretations will be changed, or what the impact of such changes may be. In addition, increased scrutiny by the U.S. Congress of the FDA's approval process may significantly delay or prevent approval of any of Zyla's applications, as well as subject Zyla to more stringent product labeling and post-marketing testing and other requirements. Indeed, in the United States and some foreign jurisdictions there have already been some proposed and final legislative and regulatory actions regarding the healthcare system that could prevent or delay marketing approval of Zyla's product candidates, if successfully partnered, or otherwise restrict post-approval activities to the detriment of Zyla's profitability.

        In addition, outside of the United States, some countries require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. As a result, Zyla or its collaborator might obtain marketing approval for a product in a particular country, but then be subject to price regulations that delay its commercial launch of the product, possibly for lengthy time periods, which could negatively impact the revenues Zyla is able to generate from the sale of the product in that particular country. Adverse pricing limitations may hinder Zyla's ability to recoup its investment in one or more of its products.

        For example, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the "Affordable Care Act") was enacted in the United States. Among the provisions of the Affordable Care Act of importance to Zyla's potential product candidates, the Affordable Care Act: establishes an annual, nondeductible fee on any entity that manufactures or imports specified branded prescription drugs and biologic agents; extends manufacturers' Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid-managed care organizations; expands eligibility criteria for Medicaid programs; expands the entities eligible for discounts under the Public Health program; increases the statutory minimum

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rebates a manufacturer must pay under the Medicaid Drug Rebate Program; creates a new Medicare Part D coverage gap discount program; establishes a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in and conduct comparative clinical effectiveness research, along with funding for such research; and establishes a Center for Medicare Innovation at CMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending.

        There have been judicial and political challenges to certain aspects of the Affordable Care Act. For example, since January 2017, President Trump has signed two executive orders and other directives designed to delay, circumvent, or loosen certain requirements of the Affordable Care Act. Concurrently, Congress has considered legislation that would repeal or repeal and replace all or part of the Affordable Care Act. While there have been repeated calls and attempts to repeal the Affordable Care Act, the Affordable Care Act, among other things, imposes a significant annual fee on companies that manufacture or import branded prescription drug products. It also contains substantial new provisions intended to, among other things, broaden access to health insurance, reduce or constrain the growth of health care spending, enhance remedies against healthcare fraud and abuse, add new transparency requirements for the healthcare and health insurance industries, impose new taxes and fees on pharmaceutical manufacturers, modify the definition of "average manufacturer price" for Medicaid reporting purposes thus affecting manufacturers' Medicaid drug rebates payable to states and impose additional health policy reforms, any of which could negatively impact Zyla's business. A significant number of provisions are not yet, or have only recently become, effective, but the Affordable Care Act is likely to continue the downward pressure on pharmaceutical pricing, especially under the Medicare program, and may also increase Zyla's regulatory burdens and operating costs.

        Congress has not passed comprehensive repeal legislation, but two bills affecting the implementation of certain taxes under the Affordable Care Act have been signed into law. The Tax Cuts and Jobs Act of 2017 (the "Tax Act") includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the Affordable Care Act on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the "individual mandate." On January 22, 2018, President Trump signed a continuing resolution on appropriations for fiscal year 2018 that delayed the implementation of certain Affordable Care Act-mandated fees, including the so-called "Cadillac" tax on certain high cost employer-sponsored insurance plans, the annual fee imposed on certain health insurance providers based on market share. The Bipartisan Budget Act of 2018 (the "BBA"), among other things, amends the Affordable Care Act, effective January 1, 2019, to close the coverage gap in most Medicare drug plans, commonly referred to as the "donut hole," by increasing from 50 percent to 70 percent the point-of-sale discount that is owed by pharmaceutical manufacturers who participate in Medicare Part D. Additionally, in July 2018, CMS published a final rule permitting further collections and payments to and from certain Affordable Care Act qualified health plans and health insurance issuers under the Affordable Care Act risk adjustment program in response to the outcome of federal district court litigation regarding the method CMS uses to determine this risk adjustment. On December 14, 2018, a U.S. District Court Judge in the Northern District of Texas, or Texas District Court Judge, ruled that the individual mandate is a critical and inseverable feature of the Affordable Care Act, and therefore, because it was repealed as part of the Tax Act, the remaining provisions of the Affordable Care Act are invalid as well. While the Texas District Court Judge, as well as the current Administration and CMS, have stated that the ruling will have no immediate effect, it is unclear how this decision, subsequent appeals, and other efforts to repeal and replace the Affordable Care Act will impact the Affordable Care Act and Zyla's business.

        There have also been legislative changes proposed and adopted since the Affordable Care Act was enacted. On August 2, 2011, the Budget Control Act of 2011 was signed into law, which, among other things, resulted in reductions to Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, including the BBA, will remain in effect through 2027 unless additional Congressional action is taken. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things,

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reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These new laws may result in additional reductions in Medicare and other healthcare funding, which could impose additional financial pressure on Zyla's customers, which could in turn diminish demand for Zyla's products or result in pricing pressure on Zyla.

        In addition, on February 27, 2018, a bipartisan group of senators introduced Senate Bill 2456 (S.2456). S.2456 is characterized as "CARA 2.0," in reference to the Comprehensive Addiction and Recovery Act of 2016. CARA 2.0 would limit initial prescriptions for opioids to three days, while exempting initial prescriptions for chronic care, cancer care, hospice or end of life care, and palliative care. CARA 2.0 would also increase civil and criminal penalties for opioid manufacturers that fail to report suspicious orders for opioids or fail to maintain effective controls against diversion of opioids. The bill would increase civil fines from $10,000 to $100,000, and if a manufacturer fails to maintain effective controls or report suspicious orders with knowledge or willful disregard, the bill would double criminal penalties from $250,000 to $500,000. If this bill were signed into law, it could adversely affect Zyla's ability to successfully commercialize OXAYDO. In addition, in 2017 several states, including Indiana, Louisiana, and Utah, enacted laws that further limit or restrict opioid prescriptions.

        In October 2018, President Trump signed the Substance Use Disorder Prevention That Promotes Opioid Recovery and Treatment for Patients and Communities ("SUPPORT") Act. Among other things, this legislation provides funding for research and development of non-addictive painkillers that could potentially compete with Zyla's products. It also clarifies FDA's authority to require that certain opioids be dispensed in packaging that limits their abuse potential, makes changes to Medicare and Medicaid in an effort to limit over-prescription of opioid painkillers, and increases penalties against manufacturers and distributors related to the over-prescription of opioids, including the failure to report suspicious orders and keep accurate records. Shortly after the bill was signed, the FDA issued a statement discussing the steps it planned to take based on the authority it was granted under the SUPPORT Act. Some of those steps, including requiring certain packaging, such as unit dose blister packs, for opioids and other drugs that pose a risk of abuse or overdose and requiring that opioids be dispensed with a mail-back pouch or other safe disposal option would increase Zyla's costs related to OXAYDO. The ultimate effect of this legislation is currently not known but could potentially have a material adverse effect on Zyla's business.

        In April 2018, New York enacted a statute called the Opioid Stewardship Act (the "Stewardship Act") that, among other things, requires certain sellers and distributors of certain opioids in the state of New York to make annual payments of $100 million, in the aggregate, to a newly-created fund, with each party's share determined in proportion to its share of opioid sales in New York (based on morphine milligram equivalents). While the effect of this legislation remains uncertain, and it has already been challenged as an unconstitutional law, Zyla may be required to make payments to the fund and take additional actions to comply with the Stewardship Act. Compliance with the Stewardship Act, or similar requirements that could be enacted by other jurisdictions, could have an adverse effect on Zyla's business, results of operations, financial condition and cash flows.

        Zyla expects that the Affordable Care Act, these new laws and other healthcare reform measures that may be adopted in the future may result in additional reductions in Medicare and other healthcare funding, more rigorous coverage criteria, new payment methodologies and additional downward pressure on the price that Zyla receives for any approved product. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent Zyla from being able to generate revenue, attain profitability or commercialize Zyla's product candidates, if approved.

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Coverage and reimbursement may not be available, or reimbursement may be available at only limited levels, for Zyla's products, which could make it difficult for Zyla to sell its products profitably.

        Zyla's ability to successfully commercialize its products, including any products it may in-license or acquire, will also depend in part on the extent to which coverage and adequate reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers, pharmacy benefit managers ("PBM") and other organizations. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, determine which medications they will cover and establish reimbursement levels. A primary trend in the United States healthcare industry and elsewhere is cost-containment. Government authorities and other third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. There also may be additional pressure by payors, healthcare providers, state governments, federal regulators and Congress, to use generic drugs that contain the active ingredients found in Zyla's products or any other products that Zyla may in-license or acquire.

        Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products. For example, in late 2017, Zyla was notified by CVS Caremark, a PBM, that SPRIX Nasal Spray would no longer be on its formulary for a majority of its commercial covered lives beginning January 1, 2018, which had an adverse effect on Zyla's revenues. Zyla cannot be sure that coverage and reimbursement will be available for its products, or any product that Zyla commercializes, or that Zyla will obtain such coverage and reimbursement in a timely fashion. Assuming Zyla obtains or maintains coverage for a given product, the resulting reimbursement payment rates might not be adequate or may require co-payments that patients find unacceptably high, which could negatively impact Zyla's profit margin on its products. Patients are unlikely to use Zyla's products unless coverage is provided, and reimbursement is adequate to cover a significant portion of the cost of Zyla's products. Coverage and reimbursement dynamics may impact the demand for, or the price of, any of Zyla's products. If coverage and reimbursement are not available or reimbursement is available only to limited levels, Zyla may not be able to successfully commercialize its products. In addition, if Zyla seeks coverage for one or more of its products, it may be required to submit bids that include its entire product portfolio for coverage consideration. Such a requirement may result in a demand for, and agreement to, higher rebates on one or more of Zyla's products than would occur if each were bid in isolation.

        There may be significant delays in obtaining coverage, reimbursement and eligibility. Neither coverage nor reimbursement implies that any drug will be paid for in any instance or paid for at a rate that covers Zyla's costs, including research, development, manufacture, sale and distribution. Interim reimbursement levels for new drugs, if applicable, may also not be sufficient to cover Zyla's costs and may only be temporary. Reimbursement rates may vary according to the use of the drug and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost drugs and may be incorporated into existing payments for other services. Net prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private third-party payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the United States. Private third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement policies. Zyla's inability to promptly obtain coverage and profitable reimbursement rates from both government-funded and private payors for its products could hamper its ability to generate widespread prescription demand and would have a material adverse effect on its operating results, its ability to raise capital and its overall financial condition.

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Zyla's limited history of commercial operations makes evaluating its business and future prospects difficult and may increase the risk of any investment in Zyla.

        Zyla has six products approved in the United States, including SPRIX Nasal Spray and OXAYDO, which Zyla acquired and licensed in January 2015, and ZORVOLEX, VIVLODEX, and INDOCIN suppositories and oral suspension, which Zyla acquired from Iroko in the first quarter of 2019. However, Zyla has a limited history of marketing these products. To date, sales of Zyla's marketed products, while growing, have not been significant, particularly as compared to the costs associated with the commercial infrastructure Zyla has created and the commercialization efforts it has undertaken. Zyla faces considerable risks and difficulties as a company with limited commercial operating history. Zyla's limited commercial operating history, including its limited history commercializing its approved products, makes it particularly difficult for Zyla to predict its future operating results and appropriately budget for its expenses. In addition, if Zyla's newly elected Chief Executive Officer, Todd Smith, is not able, in a timely manner, to develop, implement and execute successful business strategies and plans to maintain and increase Zyla's product revenues, its business, financial condition and results of operations will be materially and adversely affected. Changes in Zyla's business strategies and plans may also cause disruption in its operations. While Mr. Smith has significant industry-related experience, it may also take time for him to become fully integrated with Zyla's existing management team. If Zyla does not successfully address these risks, its business, prospects, operating results and financial condition will be materially and adversely harmed. In the event that actual results differ from Zyla's estimates or Zyla adjusts its estimates in future periods, its operating results and financial position could be materially affected.

Zyla is a relatively small company with limited sales and marketing capabilities and, if Zyla is unable to effectively utilize its sales and marketing resources or enter into strategic alliances with collaborators, it may not be successful in commercializing its products or any products that it may in-license or acquire.

        Zyla has limited sales, marketing, market access and distribution capabilities compared to some of its competitors. Zyla cannot guarantee that it will be successful in marketing its products or any products that it may in-license or acquire in the United States. Factors that may inhibit Zyla's efforts to commercialize its product candidates in the United States include:

    its inability to recruit and retain adequate numbers of effective sales and marketing personnel;

    the inability of sales personnel to obtain access to or persuade adequate numbers of physicians to prescribe its products over its competitors' products;

    the lack of complementary products to be offered by sales personnel, which may put Zyla at a competitive disadvantage relative to companies with more extensive product lines; and

    Zyla's inability to secure formulary coverage that provides broad product access.

        If Zyla is not successful in effectively deploying its limited sales and marketing capabilities or if it does not successfully enter into appropriate collaboration arrangements, Zyla will have difficulty commercializing its products or any products that Zyla may in-license or acquire. Outside the United States, where Zyla intends to commercialize its products by entering into agreements with third-party collaborators, it may have limited or no control over the sales, marketing and distribution activities of these third parties, in which case its future revenues would depend heavily on the success of the efforts of these third parties. In addition, Zyla may be unable to secure agreements with third parties outside the United States.

If Zyla is unable to recruit, retain and effectively train qualified sales personnel, its performance could suffer.

        While Zyla competes with other pharmaceutical and biotechnology companies, many of those companies are larger or have more resources to recruit, hire, train and retain qualified sales personnel.

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In addition, as a company that has recently emerged from bankruptcy, Zyla faces challenges recruiting due to concerns about its financial situation. Personnel may also depart for a variety of reasons relating to its Merger with Assertio, including perceived uncertainty as to the effect of the Merger on their employment, and this uncertainty may impact Zyla's ability to attract qualified replacement candidates. If Zyla is not successful in continuing to recruit and retain sales personnel, it may not be successful in commercializing its products or any products that it may in-license or acquire. Further, Zyla will need to provide its salesforce with quality training, support, guidance and oversight, including with respect to compliance with applicable law, in order for them to be credible and effective. If Zyla fails to perform these commercial functions, its products may not achieve their maximum commercial potential or any significant level of success at all, which could have a material adverse effect on its financial condition, stock value and operations. The deterioration or loss of Zyla's salesforce would materially and adversely impact its ability to generate sales revenue, which would hurt its results of operations.

Zyla's products may be associated with undesirable adverse reactions or result in significant negative consequences.

        Undesirable adverse reactions associated with Zyla's products could cause Zyla, its IRBs, clinical trial sites or regulatory authorities to interrupt, delay or halt clinical trials and could result in a restrictive product label or the delay, denial or withdrawal of regulatory approval by the FDA or foreign regulatory authorities. In addition, undesirable side effects can result in the withdrawal of entire classes of drugs.

        If Zyla or others identify undesirable adverse events associated with any of its products a number of potentially significant negative consequences could result, including:

    Zyla may have to significantly alter its promotional campaigns or activities or it may be forced to suspend marketing of the product entirely;

    regulatory authorities may withdraw their approvals of the product or impose restrictions on its distribution;

    regulatory authorities may require additional warnings or contraindications in the product label that could diminish the usage or otherwise limit the commercial success of the product;

    Zyla may be required to conduct additional post-marketing studies;

    Zyla could be sued and held liable for harm caused to patients; and

    Zyla's reputation may suffer.

        Any of these events could prevent Zyla from achieving or maintaining market acceptance of its products and its business, financial condition and results of operations may be adversely affected.

If Zyla fails to obtain the necessary regulatory approvals, or if such approvals are limited, it will not be able to fully commercialize its products and its financial performance could suffer.

        Zyla has and will submit supplemental applications to the FDA for its products. The FDA may not approve supplemental applications Zyla makes to make changes to its products, add dosage strengths or strengthen the labels for its products with additional labeling claims, which Zyla believes are necessary or desirable for the successful commercialization of its products and product candidates. The FDA could also decide that any approval would require Zyla to perform additional clinical studies, which could be costly.

        Further, later discovery of previously unknown problems or adverse events could result in additional regulatory restrictions, including withdrawal of products if the benefits of such products do not outweigh the risks. The FDA may also require Zyla to perform lengthy Phase 4 post-approval clinical efficacy or safety trials. These trials could be very expensive. The FDA may also require Zyla to

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amend its labels based on outcomes of ongoing Phase 4 commitments for OXAYDO. Addressing these regulatory issues, if any, may impact the commercial availability of these products, which could have an adverse effect on Zyla's financial performance.

Zyla may not be able to obtain three-year FDA regulatory exclusivity for certain aspects of its products and, if partnered and approved, its product candidates.

        Under certain circumstances, the FDA provides periods of regulatory exclusivity following its approval of an NDA, which provide the holder of an approved NDA limited protection from new competition in the marketplace for the innovation represented by its approved drug. Three-year exclusivity is available to the holder of an NDA, including a 505(b)(2) NDA, for a particular condition of approval, or change to a marketed product, such as a new formulation or new labeling information for a previously approved product, if one or more new clinical trials, other than bioavailability or bioequivalence trials, were essential to the approval of the application and were conducted or sponsored by the applicant.

        There is a risk that the FDA may take the view that the studies that Zyla is conducting are not clinical trials, other than bioavailability and bioequivalence studies, that are essential to approval and therefore do not support three-year exclusivity. Further, the FDA may decide that any exclusivity is limited (such as to a particular formulation) and does not block approval of subsequent applications for competing products that differ in certain respects from Zyla's product. Finally, to the extent that the basis for exclusivity is not clear, the FDA may determine to defer a decision until it receives an application which necessitates a decision.

        If Zyla does obtain three years of exclusivity, such exclusivity will not block any potential competitors from the market. Competitors may be able to obtain approval for similar products with a different mechanism, such as with abuse-deterrent products.

Many states and municipalities, a Native American Tribe and individual consumers have brought lawsuits against manufacturers, pharmacies and distributors of opioids, seeking damages for the costs associated with drug abuse and dependency. Zyla may be brought into actions in the future, which could divert its attention and resources and have an adverse impact on its operations and financial condition.

        Several state attorneys general, including Missouri, Ohio, New Hampshire, Arkansas and others, have sued opioid manufacturers, distributors and pharmacies alleging that such parties made false and misleading statements in the promotion of opioids or fueled opioid addition by selling large quantities of opioids in certain areas, resulting in high incidences of opioid overdoses and deaths. The plaintiffs in these cases are seeking to recover costs associated with drug dependency, overdose and death resulting from opioid use. These cases generally involve Zyla's larger competitors and largely relate to time periods prior to the time that Zyla first began commercializing OXAYDO, its abuse discouraging IR oxycodone, in 2015. However, Zyla was a defendant in Arkansas' opioid litigation when Arkansas sued all manufacturers who sold opioids in Arkansas and the Philadelphia Electrical Workers Union Health plan opioid litigation. While Zyla was voluntarily dismissed from the Arkansas litigation and plaintiffs' have filed a stipulation to dismiss Zyla from the Philadelphia Electrical Workers Union Health plan opioid litigation (which has not been granted because the case is stayed), Zyla could be brought into actions in the future if potential plaintiffs view its promotion of opioids as fueling the social problems with opioids.

        The U.S. Congress has also investigated opioid manufacturers. In March 2017, the U.S. Senate began investigating the role that manufacturers may have played in the opioid addiction problem in the United States. The Senate requested internal documents from five of Zyla's large competitors relating to the marketing tactics for opioids and what, if anything, those manufacturers knew about the dangers of those drugs. While the investigation did not result in serious ramifications against the investigated manufacturers, the House or Senate may determine to open similar investigations in the future. If Zyla

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was involved in those investigations, such investigations could negatively impact its reputation and potentially raise its profile with other governmental agencies.

        Litigation involving governmental entities or class actions and governmental investigations are expensive and time consuming. If Zyla were to be sued again or investigated over its commercialization of opioids, such an action could divert its attention and resources and have an adverse impact on its operations and financial condition.

If product liability lawsuits are brought against Zyla, it may incur substantial liabilities and may be required to limit commercialization of its products.

        Zyla faces an inherent risk of product liability as a result of the commercial sales of its products and any clinical testing of its product candidates. For example, Zyla may be sued if any of its products or product candidates allegedly causes injury or is found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If Zyla cannot successfully defend itself against product liability claims, it may incur substantial liabilities or be required to limit commercialization of its product candidates. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

    injury to Zyla's reputation;

    decreased demand for Zyla's products;

    initiation of investigations by regulators;

    costs to defend the related litigation;

    a diversion of management's time and Zyla's resources;

    substantial monetary awards to trial participants or patients;

    product recalls, withdrawals or labeling, marketing or promotional restrictions;

    loss of revenue;

    exhaustion of any available insurance and Zyla's capital resources;

    the inability to commercialize Zyla's products;

    withdrawal of clinical trial participants; and

    a decline in the value of Zyla Common Stock.

        Zyla's inability to obtain and retain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products it develops. Zyla currently carries product liability insurance covering its commercial product sales in the amount of approximately $10 million in the aggregate. Although Zyla maintains such insurance, any claim that may be brought against it could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by its insurance or that is in excess of the limits of its insurance coverage. Zyla will have to pay any amounts awarded by a court or negotiated in a settlement that exceed its coverage limitations or that are not covered by its insurance, and it may not have, or be able to obtain, sufficient capital to pay such amounts.

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Social issues around the abuse of opioids, including law enforcement concerns over diversion of opioids, and regulatory efforts to combat abuse, could decrease the potential market for OXAYDO.

        Media stories regarding prescription drug abuse and the diversion of opioids and other controlled substances are commonplace. Law enforcement, legislatures, and regulatory agencies may apply policies that seek to limit the availability of opioids or remove opioids from the market entirely. Such efforts may inhibit Zyla's ability to commercialize OXAYDO. Aggressive enforcement and unfavorable publicity regarding, for example, the use or misuse of opioid drugs, the limitations or unintended consequences of abuse-resistant formulations, the ability of drug abusers to discover previously unknown ways to abuse opioid drugs; public inquiries and investigations into prescription drug abuse, litigation or regulatory activity relating to sales, marketing, distribution (including with respect to high prescribers or pharmacy dispensers of opioids), or storage of Zyla's drug products could harm its reputation. In addition, payments to doctors to participate in speaker programs or payments to industry groups could reflect negatively on Zyla. Such negative publicity could reduce the potential size of the market for OXAYDO and decrease the revenues and royalties Zyla is able to generate from its sale. Similarly, to the extent opioid abuse becomes less prevalent or a less urgent public health issue, regulators and third-party payors may not be willing to pay a premium for abuse-discouraging formulations of opioids.

        Many state legislatures are considering various bills intended to reduce opioid abuse, for example by establishing prescription drug monitoring programs and mandating prescriber education. Further, the FDA is requiring boxed warnings on IR opioids and REMS programs highlighting the risk of misuse, abuse, addiction, overdose and death. In March 2017, President Trump announced the creation of a commission, through the Office of National Drug Control Policy ("ONDCP"), to make recommendations to the president on how to best combat opioid addiction and abuse. In August 2017, the commission issued a preliminary report calling on President Trump to officially declare the crisis of opioid abuse a national emergency. On October 26, 2017, President Trump declared the opioid crisis a "national public health emergency." The commission's final report was released in early November 2017.

        Efforts by the FDA and other regulatory bodies to combat abuse of opioids may negatively impact the market for OXAYDO. In February 2016, the FDA released an action plan to address the opioid abuse epidemic and reassess the FDA's approach to opioid medications. The plan identifies the FDA's focus on implementing policies to reverse the opioid abuse epidemic, while maintaining access to effective treatments. The actions set forth in the FDA's plan include strengthening post-marketing study requirements to evaluate the benefit of long-term opioid use, changing the REMS requirements to provide additional funding for physician education courses, releasing a draft guidance setting forth approval standards for generic abuse-deterrent opioid formulations, and seeking input from the FDA's Science Board to broaden the understanding of the public risks of opioid abuse. In November 2017, FDA issued a final guidance addressing approval standards for generic abuse-deterrent opioid formulations, which included recommendations about the types of studies that companies should conduct to demonstrate that the generic drug is no less abuse-deterrent than its brand-name counterpart.

        The FDA's plan is part of a broader initiative led by the HHS to address opioid-related overdose, death, and dependence. The HHS initiative's focus is on improving physician's use of opioids through education and resources to address opioid over-prescribing, increasing use and development of improved delivery systems for naloxone—which can reverse overdose from both prescription opioids and heroin, in an effort to reduce overdose-related deaths—and expanding the use of Medication-Assisted Treatment, which couples counseling and behavioral therapies with medication to address substance abuse. As part of this initiative, the CDC has launched a state grant program to offer state health departments resources to assist with abuse prevention efforts, including efforts to track opioid prescribing through state-run electronic databases.

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        In March 2016, as part of the HHS initiative, the CDC released a Guideline for Prescribing Opioids for Chronic Pain. The guideline is intended to assist primary care providers treating adults for chronic pain in outpatient settings. The guideline provides recommendations to improve communications between doctors and patients about the risks and benefits of opioid therapy for chronic pain, improve the safety and effectiveness of pain treatment, and reduce the risks associated with long-term opioid therapy. The guideline states that no treatment recommendations about the use of abuse-deterrent opioids can be made at this time. Many of these changes could require Zyla to expend additional resources on commercializing OXAYDO to meet additional requirements. Advancements in the development and approval of generic abuse-deterrent opioids could also compete with and potentially impact physician use of OXAYDO and Zyla's product candidates, if successfully partnered, and cause them to be less commercially successful.

        In July 2017, the Pharmaceutical Care Management Association, a trade association representing PBMs, wrote a letter to the commissioner of the FDA in which it expressed support for, among other things, the CDC guidelines and a seven-day limit on the supply of opioids for acute pain. In addition, states, including the Commonwealths of Massachusetts and Virginia and the States of New York, Ohio, Arizona, Maine, New Hampshire, Vermont, Rhode Island, Colorado, Wisconsin, Alabama, South Carolina, Washington and New Jersey, have either recently enacted, intend to enact, or have pending legislation or regulations designed to, among other things, limit the duration and quantity of initial prescriptions of IR forms of opiates and mandate the use by prescribers of prescription drug databases and mandate prescriber education.

        Establishing and maintaining strong controls for controlled drug distribution requires a deliberate and continuing commitment of money, resources, and effort. Many of the recent changes—continuing efforts toward more control, and other litigation decisions and settlement actions—could cause Zyla to expend additional resources in developing and commercializing OXAYDO and its product candidates, if successfully partnered, to meet additional requirements. Advancements in development and approval of generic abuse-deterrent opioids could also compete with and potentially impact physician use of OXAYDO and cause it to be less commercially successful.

Guidelines and recommendations published by various organizations can reduce the use of OXAYDO.

        Government agencies promulgate regulations and guidelines directly applicable to Zyla and to its products. Third party payors, professional societies, practice management groups, private health and science foundations and organizations involved in various diseases from time to time may also publish guidelines or recommendations to the healthcare and patient communities. Recommendations of government agencies or these other groups or organizations may relate to such matters as usage, dosage, route of administration and use of concomitant therapies. For example, some governmental and large third-party payors have begun to institute limits on the number of days' worth of opioid medication a patient can receive for the patient's first opioid prescription. Recommendations or guidelines suggesting the reduced use of Zyla's products or the use of competitive or alternative products as the standard of care to be followed by patients and HCPs could result in decreased use of Zyla's products.

Risks Related to Zyla's Business and Strategy

Due to Zyla's bankruptcy and cash position, it may have difficulty negotiating favorable terms with its vendors, which could negatively impact its business.

        Zyla restructured its finances through the bankruptcy process, from which it emerged in January 2019. Since that time, Zyla has had cash flow challenges. Zyla cannot assure you of its ability to negotiate favorable terms from vendors and suppliers, hedging counterparties and others and to attract and retain customers. The failure to obtain such favorable terms and retain customers could adversely affect Zyla's financial performance as key vendors and suppliers could terminate their relationships with

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Zyla or require financial assurances, enhanced performance, accelerated payment schedules or prepayment. The occurrence of one or more of these could have a material adverse effect on Zyla's operations, financial condition and results of operations.

Zyla may engage in future acquisitions or business development activities that could disrupt its business or cause it to recognize accounting charges in its financial statements.

        Zyla may, in the future, make acquisitions of, or investments in, companies or products that it believes have products or capabilities that are a strategic or commercial fit with its products and business or otherwise offer it opportunities, including in-licensing technologies. In connection with these acquisitions or investments, Zyla may:

    pay too much for the product or business;

    issue stock that would dilute its stockholder's percentage of ownership;

    incur debt and assume liabilities; and

    incur amortization expenses related to intangible assets or incur large and immediate write-offs.

        Zyla also may be unable to find suitable acquisition candidates and it may not be able to complete acquisitions on favorable terms, if at all. In addition, Zyla currently has limited capital resources and a significant amount of outstanding debt, the governing documents of which restrict its ability to make certain capital expenditures, each of which could limit its ability to engage in otherwise attractive acquisition or in-license transactions.

        If Zyla does complete an acquisition, it cannot assure you that such acquisition will ultimately strengthen its competitive position or that it will not be viewed negatively by customers, financial markets or investors. Further, future acquisitions could also pose numerous additional risks to Zyla's operations, including:

    problems integrating the purchased business, products or technologies;

    increases to its expenses;

    the failure to have discovered undisclosed liabilities of the acquired asset or company;

    diversion of management's attention from their day-to-day responsibilities;

    entrance into markets in which Zyla has limited or no prior experience; and

    potential loss of key employees, particularly those of the acquired entity.

        Zyla may not be able to successfully complete one or more acquisitions or effectively integrate the operations, products or personnel gained through any such acquisition.

Zyla faces substantial competition, which may result in others commercializing products more successfully than it does.

        Zyla faces and will continue to face competition from other companies in the pharmaceutical, medical devices and drug delivery industries. Zyla's products compete with currently marketed oral opioids, transdermal opioids, local anesthetic patches, stimulants and implantable and external infusion pumps that can be used for infusion of opioids and local anesthetics, non-narcotic analgesics, local and topical analgesics and antiarthritics. Products of these types are marketed or in development by Collegium Pharmaceuticals, Daichii, Assertio, Horizon Pharma, Boehringer Ingelheim, Pfizer, Almatica Pharma, Novartis and others. Some of these companies and many others are applying significant resources and expertise to the challenges of drug delivery, and several are focusing or may focus on drug delivery to the intended site of action. Some of these current and potential future competitors may be addressing the same therapeutic areas or indications as Zyla. Many of Zyla's competitors have substantially more marketing, manufacturing, financial, technical, human and managerial, and research and development resources than Zyla does, and have more institutional experience than Zyla.

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        Competitors have developed or are in the process of developing technologies that are, or in the future may be, the basis for competitive products. Some of these products may have an entirely different approach or means of accomplishing similar therapeutic effects than Zyla's products. Zyla's competitors may develop products that are safer, more effective or less costly than Zyla's products and, therefore, present a serious competitive threat to its product offerings.

        The widespread acceptance of currently available therapies with which Zyla's products compete may limit market acceptance of Zyla's products. Oral medication, transdermal drug delivery systems, such as drug patches, injectable products and implantable drug delivery devices are currently available treatments for chronic and post-operative pain, are widely accepted in the medical community and have a long history of use. These treatments will compete with Zyla's products and the established use of these competitive products may limit the potential for Zyla's products to receive widespread acceptance.

The use of legal and regulatory strategies by competitors with innovator products, including the filing of citizen petitions, may increase Zyla's costs associated with the marketing of its products, significantly reduce the profit potential of its products, or, if successfully partnered, delay or prevent the introduction or approval of its product candidates.

        Companies with innovator drugs often pursue strategies that may serve to prevent or delay competition from alternatives to their innovator products. These strategies include, but are not limited to:

    filing "citizen petitions" with the FDA that may delay competition by causing delays of Zyla's product approvals;

    seeking to establish regulatory and legal obstacles that would make it more difficult to demonstrate a product's bioequivalence or "sameness" to the related innovator product;

    filing suits for patent infringement that automatically delay FDA approval of Section 505(b)(2) products;

    obtaining extensions of market exclusivity by conducting clinical trials of innovator drugs in pediatric populations or by other methods;

    persuading the FDA to withdraw the approval of innovator drugs for which the patents are about to expire, thus allowing the innovator company to develop and launch new patented products serving as substitutes for the withdrawn products;

    seeking to obtain new patents on drugs for which patent protection is about to expire; and

    initiating legislative and administrative efforts in various states to limit the substitution of innovator products by pharmacies.

        These strategies could delay, reduce or eliminate Zyla's entry into the market and its ability to generate revenues associated with its products and, if partnered, its product candidates.

Zyla's business operations may subject it to numerous commercial disputes, claims, lawsuits and/or investigations.

        Operating in the pharmaceutical industry, particularly the commercialization of pharmaceutical products, involves numerous commercial relationships, complex contractual arrangements, uncertain intellectual property rights, potential product liability and other aspects that create heightened risks of disputes, claims, lawsuits and investigations. In particular, Zyla may face claims related to the safety of its products, intellectual property matters, employment matters, tax matters, commercial disputes, competition, sales and marketing practices, environmental matters, personal injury, insurance coverage

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and acquisition or divestiture-related matters. Further, pharmaceutical companies have used the Lanham Act, a private right of action that enables a party to sue a competitor for a false or misleading description or representation of fact that misrepresents the nature, characteristics, qualities, or geographic origin of the competitor's goods, services or commercial activities. Any commercial dispute, claim, lawsuit or investigation may divert Zyla's management's attention away from its business, Zyla may incur significant expenses in addressing or defending any commercial dispute, claim or lawsuit or responding to any investigation, and Zyla may be required to pay damage awards or settlements or become subject to equitable remedies that could adversely affect its operations and financial results.

Zyla's future success depends on its ability to retain its key personnel.

        Zyla is highly dependent upon the services of its key personnel, including its chief executive officer, Todd Smith, and its chief operating officer, Mark Strobeck. Although Zyla has entered into employment agreements with each of them, these agreements are at-will and do not prevent them from terminating their employment with Zyla at any time. Zyla does not maintain "key person" insurance for any of its executives or other employees. The loss of the services of Mr. Smith or Dr. Strobeck could impede the achievement of its corporate objectives.

If Zyla is unable to protect its information systems against service interruption, misappropriation of data or other failures, accidents or breaches of security, its operations could be disrupted, its reputation may be damaged, and its business and operations would suffer.

        Zyla's business is dependent on critical and interdependent information technology (IT) systems, including Internet-based systems, to support business processes as well as internal and external communications. Despite the implementation of security measures, Zyla's internal computer systems, and those of third parties on which it relies, are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in Zyla's operations, it could result in a material disruption of any clinical trials, its commercial activities and business operations, in addition to possibly requiring substantial expenditures of resources to remedy. For example, the loss of clinical trial data from completed or ongoing or planned clinical trials could result in delays in Zyla's regulatory approval efforts and significantly increase its costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in a loss of or damage to Zyla's data or applications, or inappropriate disclosure of confidential or proprietary information, Zyla could incur liability, including enforcement actions by U.S. states, the U.S. federal government or foreign governments, liability or sanctions under data privacy laws that protect personally identifiable information, regulatory penalties, other legal proceedings such as but not limited to private litigation, the incurrence of significant remediation costs, disruptions to Zyla's development programs, business operations and collaborations, diversion of management efforts and damage to its reputation, which could harm its business and operations. Data security breaches could also result in loss of financial data or damage to the integrity of that data. In addition, the increased use of social media by Zyla's employees and contractors could result in inadvertent disclosure of sensitive data or personal information, including but not limited to, confidential information, trade secrets and other intellectual property. Because of the rapidly moving nature of technology and the increasing sophistication of cybersecurity threats, Zyla's measures to prevent, respond to and minimize such risks may be unsuccessful.

        Further, Zyla's reliance on information systems and other technology also gives rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information. Zyla regularly makes investments to upgrade, enhance or replace these systems, as well as leverage new technologies to support its growth strategies. Any delays or difficulties in transitioning to new systems or integrating them with current systems or the failure to implement Zyla's initiatives in an orderly and timely fashion could result in additional investment of time and resources, which could

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impair its ability to improve existing operations and support future growth, and ultimately have a material adverse effect on its business.

Changes in tax laws and regulations may impact Zyla's effective tax rate, which could adversely affect its business, financial condition and operating results.

        Changes in tax laws in any of the jurisdictions in which Zyla operates, or adverse outcomes from tax audits that Zyla may be subject to in any of the jurisdictions in which Zyla operates, could result in an unfavorable change in its effective tax rate. Any unfavorable effective tax rate change could adversely affect Zyla's business, financial condition and operating results.

        The Tax Act, which was enacted on December 22, 2017, contains various provisions that, if changed, could impact Zyla's future tax position. For example, the U.S. corporate tax rate was reduced to 21%, the Alternative Minimum Tax was repealed, and Net Operating Losses ("NOLs") generated beginning in 2018 may be carried forward indefinitely but limited to 80% of taxable income for utilization. As of December 31, 2019, Zyla had U.S. federal and state net operating losses of approximately $130.3 million and $155.0 million, respectively. If any of these, or other Tax Act provisions, were changed in the future, Zyla's effective tax rate could be negatively impacted. In addition, interest deductions and certain performance-based compensation deductions could be limited in the future. Zyla also continues to evaluate (i) the potential impacts of the U.S. taxation of its controlled foreign corporation and (ii) the potential impacts of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") enacted on March 27, 2020 which, for example, provides some relief from the limitations on the utilization of the NOLs and interest deductions described above.

        On an ongoing basis, Zyla assesses the impact of various U.S. federal and state legislative proposals that could result in a material increase to its U.S federal or state taxes. Zyla cannot predict whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on Zyla, including increasing Zyla's tax burden, increasing the cost of tax compliance or otherwise adversely affecting its financial position, results of operations and cash flows.

The pre-Merger net operating loss carryforwards and certain other tax attributes of Zyla may be subject to limitations. The pre-Merger net operating loss carryforwards and certain other tax attributes of Zyla and the combined organization may also be subject to limitations as a result of ownership changes resulting from the Merger.

        In general, a corporation that undergoes an "ownership change," as defined in Section 382 of the Code, is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders, generally stockholders beneficially owning five percent or more of a corporation's common stock, applying certain look-through and aggregation rules, increases by more than 50 percentage points over such stockholders' lowest percentage ownership during the testing period, generally three years. Zyla experienced ownership changes in the past and the closing of the Merger may result in an additional ownership change for Zyla, which could result in limitations on the use of its federal and state net operating loss carryforwards of approximately $130.3 million and $155.0 million, respectively. Certain of the combined organization's net operating loss carryforwards and certain other tax attributes are subject to limitation as a result of ownership changes in the past. Consequently, even if the combined organization achieves profitability, it may not be able to utilize a material portion of Assertio's, Zyla's or Assertio Holdings' net operating loss carryforwards and certain other tax attributes, which could have a material adverse effect on cash flow and results of operations. Additionally, at the state level, there may be periods during which the use of net operating loss

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carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed by Assertio Holdings.

Risks Related to Zyla's Compliance with Governmental Regulations

Zyla's products are subject to ongoing regulatory requirements, and it may face regulatory enforcement action if it does not comply with the requirements.

        Manufacturers of drug products and their facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP and other regulations. If Zyla, or a regulatory agency, discovers problems with a product which were previously unknown—such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product—the manufacturing facility or Zyla, including requiring recall or withdrawal of the product from the market or suspension of manufacturing. If Zyla, its products, or the manufacturing facilities for its products fail to comply with applicable regulatory requirements, a regulatory agency may:

    issue adverse inspectional observations;

    issue warning letters or untitled letters;

    mandate modifications to promotional materials or require Zyla to provide corrective information to healthcare practitioners;

    require Zyla to enter into a Corporate Integrity Agreement ("CIA") or Consent Decree, which can include the imposition of various fines, reimbursements for inspection costs and penalties for noncompliance, and require due dates for specific actions; a CIA would require three to five years of ongoing auditing and monitoring internally and through an Independent Review Organization, which is expensive and time consuming;

    seek an injunction, impose civil penalties or monetary fines or pursue criminal prosecution, require disgorgement, consider exclusion from participation in Medicare, Medicaid and other federal healthcare programs and require curtailment or restructuring of Zyla's operations;

    suspend, withdraw, or limit regulatory approval;

    suspend any ongoing clinical trials;

    refuse to approve or cause a delay of pending applications or supplements to applications filed by Zyla;

    deny or reduce quota allotments for the raw material for commercial production of Zyla's controlled substance products;

    suspend or impose restrictions on operations, including costly new manufacturing requirements;

    seize or detain products, refuse to permit the import or export of products, or require Zyla to initiate a product recall; or

    refuse to allow Zyla to enter into government contracts.

        Any government investigation of alleged violations of law could require Zyla to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit Zyla's ability to commercialize its products and generate revenue.

        In addition, the FDA may impose significant restrictions on the approved indicated uses for which the product may be marketed or on the conditions of approval. For example, a product's approval may contain requirements for potentially costly post-approval studies and surveillance, including Phase 4 clinical trials, to monitor the safety and efficacy of the product. Zyla currently has Phase 4 study

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requirements for OXAYDO. Zyla is also subject to ongoing FDA obligations and continued regulatory review with respect to the manufacturing, processing, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion and recordkeeping for its product. These requirements include submission of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMPs and with GCPs and good laboratory practices, which are regulations and guidelines enforced by the FDA for all of Zyla's products in clinical and pre-clinical development, and for any clinical trials that Zyla conducts post-approval. To the extent that a product is approved for sale in other countries, Zyla may be subject to similar restrictions and requirements imposed by laws and government regulators in those countries.

        Additionally, Zyla's product labeling, advertising and promotion are subject to regulatory requirements and continuing regulatory review. The FDA strictly regulates the promotional claims that may be made about prescription drug products. In particular, a drug product may not be promoted for uses that are not approved by the FDA as reflected in the product's approved labeling, although the FDA does not regulate the prescribing practices of physicians. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including substantial monetary penalties and criminal prosecution.

Zyla's current and future relationships with healthcare professionals, principal investigators, consultants, customers, and third-party payors in the United States and beyond, may be subject—directly or indirectly—to applicable anti-kickback, fraud and abuse, transparency, health information privacy and security, and other healthcare laws and regulations, which may expose Zyla to legal risks and monetary penalties.

        Healthcare providers, physicians and third-party payors in the United States and elsewhere play a primary role in the recommendation, purchase and/or prescription of any medical products. Zyla's current and future arrangements with healthcare professionals, principal investigators, consultants, third-party payors and customers may expose it to broadly applicable fraud and abuse and other healthcare laws and regulations, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act, that may constrain the business or financial arrangements and relationships through which Zyla markets, sells and distributes any product candidates for which Zyla may obtain marketing approval. In addition, Zyla is subject to state and federal physician payment transparency laws and may be subject to patient privacy and security regulation by the federal government and by the U.S. states and foreign jurisdictions in which Zyla conducts its business. Restrictions under applicable federal, state and foreign healthcare laws and regulations may affect Zyla's ability to operate, including:

    the Federal anti-kickback statute, which prohibits, among other things, knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid;

    the federal civil and criminal laws and civil monetary penalty laws, including the False Claims Act, which impose criminal and civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government—including erroneous pricing information on which mandatory rebates, discounts and reimbursement amounts are based—or, in the case of the civil False Claims Act, for violations of the Anti-Kickback Statute in connection with a claim for payment or for conduct constituting reckless disregard for the truth;

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    the FCPA, which prohibits U.S. firms and individuals from paying bribes to foreign officials in furtherance of a business deal and against the foreign official's duties and specifies required accounting transparency guidelines;

    state and foreign anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by nongovernmental payors, including private insurers;

    HIPAA, which imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

    HIPAA, as amended by HITECH and its implementing regulations, which also imposes obligations on certain covered entity healthcare providers, health plans, and healthcare clearinghouses, as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

    laws that require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers;

    federal laws requiring certain drug manufacturers to regularly report information related to payments and other transfers of value made to physicians and other healthcare providers, as well as ownership or investment interests held by physicians and their immediate family members, including under the federal Open Payments program, as well as other state and foreign laws regulating marketing activities;

    federal government price reporting laws, which require Zyla to calculate and report complex pricing metrics to government programs, where such reported prices may be used in the calculation of reimbursement and/or discounts on Zyla's products and may subject Zyla to potentially significant discounts on its products, increased infrastructure costs, potential liability for the failure to report such prices in an accurate and timely manner and potentially limit its ability to offer certain marketplace discounts;

    the Prescription Drug Marketing Act ("PDMA") of 1987 and the Prescription Drug Amendments of 1992, which govern the storage, handling, and distribution of prescription drug samples, prohibit the sale, purchase, or trade (including offer to sell, purchase or trade) prescription drug samples and impose various requirements upon manufacturers, including but not limited to, proper storage of samples, documentation of request and receipt of samples, validation of requesting practitioner, periodic inventory and reconciliation of samples, notification to the FDA of loss or theft of samples, and procedures for auditing sampling activity. Zyla began its sampling program with the Iroko Acquisition. If Zyla or one of its sales representatives were to violate the PDMA or similar state laws, such a violation could result in severe implications for both Zyla and the individual involved; and

    state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. These laws may affect Zyla's sales, marketing, and other promotional activities by imposing administrative and compliance burdens on Zyla.

        Efforts to ensure that Zyla's business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. If any of the physicians or other healthcare providers or entities with whom Zyla expects to do business is found not to be in

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compliance with applicable laws, that person or entity may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs, and it is possible that governmental authorities will conclude that Zyla's business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If Zyla's operations are found to be in violation of any of these laws or any other governmental regulations that may apply to it, Zyla may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, disgorgement exclusion from participation in government funded healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of its operations.

Failure to comply with ongoing governmental regulations for marketing Zyla's products could inhibit its ability to generate revenues from their sale and could also expose Zyla to claims or other sanctions.

        Advertising and promotion of Zyla's products is heavily scrutinized by the FDA, the U.S. Department of Justice, the HHS Office of the Inspector General, state attorneys general, members of Congress, competitors, and the public. Violations, such as unintended promotion of Zyla's products for unapproved or off-label uses, are subject to trade complaints, enforcement letters, inquiries and investigations, and civil and criminal sanctions by the FDA. In addition, advertising and promotion of any product candidate that obtains approval outside of the United States will be heavily scrutinized by comparable foreign regulatory authorities.

        In the United States, engaging in impermissible promotion of Zyla's products can also subject Zyla to false claims litigation under federal and state statutes, which can lead to civil and criminal penalties and fines and agreements that materially restrict the manner in which Zyla promotes or distributes its drug products. These false claims statutes include the federal False Claims Act, which allows any individual to bring a lawsuit against a pharmaceutical company on behalf of the federal government alleging submission of false or fraudulent claims, or causing the presentation of allegedly false or fraudulent claims, for payment by a federal program such as Medicare or Medicaid. If the government prevails in the lawsuit, the individual will share in any fines or settlement funds. Since 2004, False Claims Act lawsuits against pharmaceutical companies have increased significantly in volume and breadth, leading to several substantial civil and criminal settlements based on certain sales practices promoting off-label drug uses. This growth in litigation has increased the risk that a pharmaceutical company will have to defend a false claim action, pay settlement fines or restitution, agree to comply with burdensome reporting and compliance obligations, and potentially be excluded from Medicare, Medicaid and other federal and state healthcare programs.

        If Zyla does not lawfully promote its products, even if unlawful promotion is inadvertent, Zyla may become subject to government investigations, inquiries and/or litigation and, if Zyla is not successful in defending against such actions, those actions could compromise its ability to become profitable, and it may become subject to significant liability. The federal government has levied large civil and criminal fines against companies for alleged off-label use and has affirmatively enjoined several companies from engaging in off-label promotion. The FDA has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed. If Zyla cannot successfully manage the promotion of its products, it could become subject to significant liability, which could materially adversely affect its business and financial condition.

        In addition, later discovery of previously unknown problems with a product, manufacturer or facility, or Zyla's failure to update regulatory files, may result in marketing-related restrictions. Any of the following or other similar events, if they were to occur, could delay, limit, or preclude Zyla from further developing, marketing or realizing the full commercial potential of its products:

    failure to obtain or maintain requisite governmental approvals for intended product uses;

    failure to obtain or maintain approvals of labeling with abuse deterrent claims; or

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    FDA-required product withdrawals or warnings arising from identification of serious and unanticipated adverse side effects in Zyla's product candidates.

Zyla's employees, principal investigators, CROs, CMOs and other third-party manufacturers, distributors, independent contractors, consultants, collaborators, pharmacy networks or vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

        Zyla is exposed to the risk of fraud or other misconduct by its employees, principal investigators, CROs, single contract manufacturers ("CMOs") and other third-party manufacturers, independent contractors, consultants, collaborators, distributors, pharmacy networks or vendors. Misconduct by any of these parties could include intentional reckless and/or negligent conduct or failures to:

    comply with FDA, DEA or similar regulations of comparable foreign regulatory authorities;

    provide accurate information to the FDA or comparable foreign regulatory authorities;

    comply with manufacturing standards Zyla has established;

    comply with federal and state healthcare laws and regulations, including the anti-kickback statute and similar laws and regulations, established and enforced by comparable foreign regulatory authorities;

    report financial information or data accurately; or

    disclose unauthorized activities to Zyla.

        In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive and assistance programs and other business arrangements. Misconduct by these parties could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to Zyla's reputation. Zyla has adopted a Code of Conduct, but it is not always possible to identify and deter misconduct, and the precautions Zyla takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting Zyla from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against Zyla, and Zyla is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business and results of operations, including the imposition of significant fines or other sanctions.

OXAYDO is subject to mandatory REMS programs, which could increase the cost, burden and liability associated with the commercialization of OXAYDO.

        OXAYDO is subject to the Opioid Analgesic REMS requirement. The REMS includes a Medication Guide that is dispensed with each prescription, physician training based on FDA-identified learning objectives, audits to ensure that the FDA's learning objectives are addressed in the physician trainings, letters to prescribing physicians, professional organizations and state licensing entities alerting each to the REMS, and the establishment of a call center to provide more information about the REMS. There may be increased cost, administrative burden and potential liability associated with the marketing and sale of products subject to the REMS requirement, which could reduce or remove the commercial benefits to Zyla from the sale of these products and product candidates.

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OXAYDO contains a controlled substance, the manufacture, use, sale, importation, exportation and distribution of which are subject to regulation by state, federal and foreign law enforcement and other regulatory agencies.

        OXAYDO contains a controlled substance which is subject to state, federal and foreign laws and regulations regarding its manufacture, use, sale, importation, exportation and distribution. OXAYDO contains an active ingredient that is classified as a controlled substance under the CSA and regulations of the DEA. A number of states also independently regulate these drugs as controlled substances. Chemical compounds are classified by the DEA as Schedule I, II, III, IV or V substances, with Schedule I substances considered to present the highest risk of substance abuse and Schedule V substances the lowest risk. For OXAYDO, Zyla and its suppliers, manufacturers, contractors, customers and distributors are required to obtain and maintain applicable registrations from state, federal and foreign law enforcement and regulatory agencies and comply with state, federal and foreign laws and regulations regarding the manufacture, use, sale, importation, exportation and distribution of controlled substances. For example, all Schedule II drug prescriptions must be signed by a physician, physically presented to a pharmacist and may not be refilled without a new prescription. Furthermore, the amount of Schedule II substances that can be obtained for clinical trials and commercial distribution is limited by the CSA and DEA regulations. Zyla may not be able to obtain sufficient quantities of these controlled substances to meet the commercial demand of its products.

        In addition, controlled substances are also subject to regulations governing manufacturing, labeling, packaging, testing, dispensing, production and procurement quotas, recordkeeping, reporting, handling, shipment and disposal. These regulations increase the personnel needs and the expense associated with development and commercialization of product candidates that include controlled substances. Failure to obtain and maintain required registrations or to comply with any applicable regulations could delay or preclude Zyla from developing and commercializing its product candidates that contain controlled substances and subject it to enforcement action. The DEA may seek civil penalties, refuse to renew necessary registrations or initiate proceedings to revoke those registrations. Because of their restrictive nature, these regulations could limit commercialization of Zyla's products and product candidates containing controlled substances.

If Zyla fails to comply with environmental, health and safety laws and regulations, it could become subject to fines or penalties or incur significant costs.

        In connection with Zyla's manufacture of materials and research and development activities, Zyla is subject to federal, state and local laws, rules, regulations and policies governing the use, generation, manufacture, storage, air emission, effluent discharge, handling and disposal of certain materials, biological specimens and wastes. Although Zyla believes that it has complied with the applicable laws, regulations and policies in all material respects and has not been required to correct any material noncompliance, it may be required to incur significant costs to comply with environmental and health and safety regulations in the future. Current or future laws and regulations may impair Zyla's research, development or production efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

        Zyla's research and development involved the use, generation and disposal of hazardous materials, including chemicals, solvents, agents and biohazardous materials. Although Zyla believes that its safety procedures for storing, handling and disposing of such materials comply with the standards prescribed by state and federal regulations, it cannot completely eliminate the risk of accidental contamination or injury from these materials. Zyla contracted with third parties to dispose of these substances that it generated, and it relies on these third parties to properly dispose of these substances in compliance with applicable laws and regulations. If these third parties did not properly dispose of these substances in compliance with applicable laws and regulations, Zyla may be subject to legal action by governmental agencies or private parties for improper disposal of these substances. The costs of defending such

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actions and the potential liability resulting from such actions are often very large. In the event Zyla is subject to such legal action or it otherwise fails to comply with applicable laws and regulations governing the use, generation and disposal of hazardous materials and chemicals, it could be held liable for any damages that result, and any such liability could exceed its resources.

        Although Zyla maintains workers' compensation insurance to cover costs and expenses it may incur due to injuries to its employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. Zyla does not maintain insurance for environmental liability or toxic tort claims that may be asserted against it in connection with its storage or disposal of biological, hazardous or radioactive materials.

Risks Related to Zyla's Dependence on Third Parties

Due to the fact that Zyla currently relies on sole suppliers to manufacture the active pharmaceutical ingredients of its products, and a sole supplier for each of its products, any production problems with its suppliers could adversely affect its business.

        Zyla has relied upon supply agreements with third parties for the manufacture and supply of the bulk active pharmaceutical ingredients used in its commercial products. Zyla presently depends upon a sole supplier for API for each of its products. Zyla also relies on a sole manufacturer for each of its products. Although Zyla has identified alternate sources for these supplies, it would be time-consuming and costly to qualify these sources. If Zyla's suppliers were to terminate these arrangements or fail to meet Zyla's supply needs, Zyla could face disruptions in the distribution and sale of its products. Zyla currently does not have secondary sources for its products, other than Vivlodex and Zorvolex.

If third-party manufacturers of Zyla's products fail to devote sufficient time and resources to Zyla's concerns, or if their performance is substandard, Zyla may be unable to continue to commercialize its products, and its costs may be higher than expected and could harm its business.

        Zyla has no manufacturing facilities and has limited experience in drug development and commercial manufacturing. Zyla lacks the resources and expertise to formulate, manufacture or test the technical performance of its product candidates. As discussed above, Zyla currently relies on a limited number of experienced personnel and CMOs to manufacture SPRIX Nasal Spray, OXAYDO, ZORVOLEX, VIVLODEX, INDOCIN suppositories and oral suspension. Zyla's reliance on a limited number of vendors and manufacturers exposes it to the following risks, any of which could interrupt commercialization of its products, delay its clinical trials, result in higher costs, or deprive Zyla of potential product revenues:

    CMOs, their sub-contractors or other third parties Zyla relies on, may encounter difficulties in achieving the volume of production needed to satisfy clinical needs or commercial demand, may experience technical issues that impact quality or compliance with applicable and strictly enforced regulations governing the manufacture of pharmaceutical products, and may experience shortages of qualified personnel to adequately staff production operations.

    Zyla's CMOs could default on or, under certain circumstances, terminate their agreements or purchase orders with Zyla to provide clinical supplies or meet Zyla's requirements for commercialization of its products.

    For OXAYDO, the use of alternate CMOs may be difficult because the number of potential CMOs that have the necessary governmental licenses to produce narcotic products is limited. In addition, the FDA and the DEA must approve any alternative manufacturer of Zyla's products before Zyla may use the alternative manufacturer to produce its products.

    It may be difficult or impossible for Zyla to find a replacement CMO on acceptable terms quickly, or at all. Zyla's CMOs and vendors may not perform as agreed or may not remain in the contract manufacturing business for the time required to successfully produce, store and distribute Zyla's products.

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        The FDA and other regulatory authorities require that Zyla's products be manufactured according to cGMP and similar foreign standards. Any failure by Zyla's CMOs to comply with cGMP, including any failure to deliver sufficient quantities of products in a timely manner, could be the basis for the FDA to issue a warning or untitled letter, withdraw approvals for products, or take other regulatory or legal action, including recall or seizure, total or partial suspension of production, suspension of ongoing clinical trials, refusal to approve pending applications or supplemental applications, detention of product, refusal to permit the import or export of products, injunction, imposing civil penalties, or pursuing criminal prosecution.

        Zyla's utilization of CMOs could also result in lack of visibility throughout its supply chain, which could result in shortages in the supply of its products or, conversely, the build-up of more inventory than Zyla requires. Failures or difficulties faced at any level of Zyla's supply chain could materially adversely affect its business and delay or impede the development and commercialization of any of its products or product candidates and could have a material adverse effect on its business, results of operations, financial condition and prospects.

Due to the fact that Zyla relies on third parties to carry out aspects of its commercial strategic objectives, if such third parties do not perform as Zyla needs them to, Zyla may have difficulty successfully commercializing its products and its financial performance may suffer.

        Zyla relies on third-party partners and vendors, including its distributors, to help commercialize its products as part of its business strategy. If these relationships do not yield the results that Zyla expects, or if the performance of these third parties is substandard, Zyla may not be able to successfully implement its strategy and achieve its expected financial results. Because Zyla has limited control over third parties, other than through the provisions of its contracts with third parties, its ability to pivot if performance falls short is limited.

INDOCIN suppositories are a product manufactured by the CMO using Zyla's trademark. If the CMO decided not to manufacture the product for Zyla, allow Zyla to manufacture under its regulatory approval, or manufacture the product itself, Zyla's financial condition would suffer.

        The CMO that manufactures INDOCIN suppositories owns the regulatory approval for the product and manufactures it under that regulatory approval using the INDOCIN trademark that Zyla owns. The price that the CMO charges Zyla for the product is fixed for the term of the contract (unless otherwise agreed to by the parties), but could be subject to significant increase once the contract term ends. In addition, while Zyla does have a five-year contract with that CMO to manufacture INDOCIN suppositories, the manufacturer could decide, after the contract expires, to manufacture the product itself without the use of the INDOCIN trademark. In addition, the agreement could be terminated for material breach and in other limited circumstances. If the cost to manufacture INDOCIN suppositories increases or the CMO decided to sell indomethacin suppositories itself that it manufactures under its own regulatory approval or the agreement with the CMO was terminated, Zyla's business could suffer.

Zyla may seek collaborations with third parties to market and commercialize its products, including outside of the United States, who may fail to effectively and compliantly market Zyla's products and suffer reputational harm.

        Zyla has and may continue to rely on third-party collaborators to assist with marketing Zyla's products, including outside of the United States. For example, in the past, Zyla has had co-promotion arrangements in place in the United States with other pharmaceutical companies to promote SPRIX Nasal Spray to their own targets in women's healthcare and dentistry. In addition, Zyla has assumed agreements with pharmaceutical companies in various international markets to market ZORVOLEX and VIVLODEX that Zyla supplies. Zyla currently possesses limited resources and may not be

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successful in establishing additional collaborations or co-promotion arrangements on acceptable terms, if at all. Zyla also faces competition in its search for collaborators and co-promotion partners. By entering into strategic collaborations or similar arrangements, Zyla will rely on third parties for financial resources and for commercialization, sales and marketing and regulatory expertise. Zyla's collaborators may fail to market its products in a legally compliant manner, which could subject Zyla to regulatory risk and reputational harm. Any failure of Zyla's third-party collaborators to successfully market and commercialize Zyla's products and product candidates in a legally-compliant manner both in and outside of the United States would diminish Zyla's revenues and could harm Zyla's reputation.

Risks Related to the Iroko Acquisition

Zyla faces possible successor liability due to its acquisition of assets from Iroko.

        Zyla may face potential successor liability for liabilities of Iroko. Although Zyla endeavored to structure the Iroko Acquisition to minimize exposure to unassumed liabilities, it is possible that under common law, certain statutes or otherwise, creditors of Iroko and its subsidiaries could attempt to assert that Zyla has successor liability for obligations of Iroko. Such liabilities may arise in a number of circumstances, including those where: a creditor or other security holder of Iroko did not receive proper notice of, or appropriate consideration from, the Iroko Acquisition or any pre-or post-acquisition transactions undertaken by Iroko in contemplation thereof or in connection therewith; the damage giving rise to an Iroko creditor's claim did not manifest itself in time for the creditor to file the creditor's claim; or fraud on the part of Iroko, its creditors or any of its other constituencies. For example, Zyla was sued as Iroko's successor in interest by Iroko's former landlord for damages related to Iroko's unpaid rent. While the suit was ultimately settled by Iroko's affiliates, as Zyla's indemnitor, Zyla may face similar lawsuits in the future.

        If Zyla is determined to be subject to such liabilities, satisfaction of or attempted satisfaction of such liabilities could materially adversely affect Zyla's business, financial condition and results of operations. Even if any such claim was unsuccessful, the defense of such claim could be costly.

Zyla is relying upon the creditworthiness of Iroko affiliates, which are indemnifying Zyla for certain liabilities excluded from the Iroko Acquisition. To the extent Iroko affiliates are unable to satisfy their obligations to Zyla, Zyla bears the risk of these excluded liabilities.

        Under and in connection with the asset purchase agreement entered in connection with the Iroko Acquisition (the "Iroko Acquisition Agreement"), Iroko and its affiliates agreed to indemnify Zyla and Zyla's affiliates from any and all claims and losses actually suffered or incurred by Zyla or Zyla's affiliates arising out of or relating to the breach of Iroko's representations, warranties or covenants contained in the Iroko Acquisition Agreement, as well as other losses arising out of certain assets and liabilities retained by Iroko as provided in the Iroko Acquisition Agreement. Iroko has since been dissolved and Zyla relies on Iroko's affiliates to fulfill Iroko's indemnification obligations. Except for fraud, Iroko's indemnification obligations are subject to certain limitations as provided in the Iroko Acquisition Agreement.

        To the extent Iroko's affiliates are unable to satisfy their indemnification obligations to Zyla, Zyla may bear the risk of incurring liabilities excluded from the Iroko Acquisition, which could materially adversely affect Zyla's financial condition, results of operations or cash flows.

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Risks Related to Zyla's Intellectual Property

The patents and patent applications associated with two of Zyla's products (and one which has been sublicensed and sold to another party) are licensed from iCeutica. If iCeutica terminates the license or fails to maintain or enforce the underlying patents, Zyla's competitive position and market share will be harmed.

        Zyla has licensed the patents and patent applications associated with two of its current products, ZORVOLEX and VIVLODEX, including the technology that is used to manufacture these products, from iCeutica. Zyla divested TIVORBEX, which is also the subject of that license. iCeutica may not successfully prosecute certain patent applications under which Zyla has licenses and which are material to Zyla's business. Even if patents are issued from these applications, iCeutica may fail to maintain these patents, may decide not to pursue litigation against third-party infringers, may fail to prove infringement, or may fail to defend against counterclaims of patent invalidity or unenforceability. Under the license agreement, Zyla is required to use commercially reasonable diligence efforts to commercialize, market and sell its licensed NSAIDs. If Zyla fails to use such efforts as to any NSAID, iCeutica may terminate its license to that NSAID. If iCeutica were to attempt to terminate the license agreement for this or any other reason, that could remove Zyla's ability to market its products covered by the license agreement. In addition, if iCeutica or any other licensor Zyla has in the future were to enter bankruptcy, there is a risk that the license iCeutica or such licensor has granted to Zyla could be terminated or modified in a manner adverse to Zyla. If Zyla's license agreement with iCeutica is terminated for any reason, Zyla would be required to cease the commercialization of its products that are subject to such agreement, which would have a material adverse effect on its business. If the underlying patents and patent applications fail to provide the intended market exclusivity, competitors would have the freedom to seek regulatory approval of, and to market, products similar to Zyla's, which could have a material adverse impact on Zyla's business.

If Zyla is unable to obtain or maintain intellectual property rights for its technology and products, it may lose valuable assets or experience reduced market share.

        Zyla depends on its ability to protect its proprietary technology. Zyla relies on patent and trademark laws, trade secrets and know-how, and confidentiality, licensing and other agreements with employees and third parties, all of which offer only limited protection. Zyla's success depends in large part on its ability to obtain and maintain patent protection in the United States and other countries with respect to its proprietary technology and products, including product candidates.

        The steps Zyla has taken to protect its proprietary rights may not be adequate to preclude misappropriation of its proprietary information or infringement of its intellectual property rights, both inside and outside the United States. The rights already granted under any of Zyla's currently issued patents and those that may be granted from pending patent applications may not provide Zyla with the proprietary protection or competitive advantages Zyla is seeking. Further, given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such product candidates might expire before or shortly after such product candidates are commercialized. If Zyla is unable to obtain and maintain patent protection for its technology and products, or if the scope of the patent protection obtained is not sufficient, Zyla's competitors could develop and commercialize technology and products identical, similar or superior to Zyla's, and Zyla's ability to successfully commercialize its technology and products may be adversely affected.

        With respect to patent rights, Zyla's patent applications may not issue into patents, and any issued patents may not provide protection against competitive technologies, may be held invalid or unenforceable if challenged or may be interpreted in a manner that does not adequately protect Zyla's technology or products. Even if Zyla's patent applications issue into patents, they may not issue in a form that will provide Zyla with any meaningful protection, prevent competitors from competing with Zyla, or otherwise provide Zyla with any competitive advantage. The examination process may require

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Zyla to narrow the claims in its patent applications, which may limit the scope of patent protection that may be obtained. Zyla's competitors may design around or otherwise circumvent patents issued to Zyla or licensed by Zyla.

        The patent prosecution process is expensive and time-consuming, and Zyla may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. The United States Patent and Trademark Office ("USPTO") and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. In addition, periodic maintenance fees on issued patents are required to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patents. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents.

        It is also possible that Zyla will fail to identify patentable aspects of inventions made in the course of its development and commercialization activities before it is too late to obtain patent protection on them. Further, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions typically are not published until 18 months after filing or, in some cases, not at all. Therefore, Zyla cannot be certain that it was the first to make the inventions claimed in its owned or licensed patents or pending patent applications, or that it was the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability and commercial value of its patent rights are highly uncertain.

        Recent patent reform legislation could increase the uncertainties and costs associated with the prosecution of Zyla's patent applications and the enforcement or defense of Zyla's issued patents. The Leahy-Smith America Invents Act ("Leahy-Smith Act") which was signed into law on September 16, 2011, made significant changes to U.S. patent law, including provisions that affect the way patent applications are prosecuted and litigated. Many of the substantive changes to patent law associated with the Leahy-Smith Act and, in particular, the "first to file" provisions described below, became effective on March 16, 2013. The Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of Zyla's patent applications and the enforcement or defense of its issued patents.

        Pursuant to the Leahy-Smith Act, the United States transitioned to a "first to file" system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. The Leahy-Smith Act also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO-administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. An adverse determination based on any such submission or proceeding before the USPTO or opposition before a foreign patent agency could reduce the scope of, or invalidate, Zyla's patent rights, which could adversely affect Zyla's competitive position with respect to third parties.

        Because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, issued patents that Zyla owns or has licensed from third parties may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in the loss of patent protection, the narrowing of claims in such patents, or the invalidity or unenforceability of such

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patents, which could limit Zyla's ability to stop others from using or commercializing similar or identical technology and products or limit the duration of the patent protection for Zyla's technology and products.

If third parties claim that Zyla's technology or products infringe their intellectual property, this could result in costly litigation and potentially limit Zyla's ability to commercialize its products.

        There is a substantial amount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the pharmaceutical industry. Zyla may, from time to time, be notified of claims that Zyla is infringing upon patents, trademarks, copyrights, or other intellectual property rights owned by third parties, and Zyla cannot provide assurances that other companies will not, in the future, pursue such infringement claims against Zyla or any third-party proprietary technologies Zyla has licensed.

        Zyla's commercial success depends in part upon its ability to develop product candidates and commercialize future products without infringing the intellectual property rights of others. Zyla's products and current or future product candidates, or any uses of them, may now or in the future infringe third-party patents or other intellectual property rights. This is due in part to the considerable uncertainty within the pharmaceutical industry about the validity, scope and enforceability of many issued patents in the United States and elsewhere in the world and, to date, there is no consistency regarding the breadth of claims allowed in pharmaceutical patents. Zyla cannot currently determine the ultimate scope and validity of patents which may be granted to third parties in the future or which patents might be asserted to be infringed by the manufacture, use and sale of its products. In part as a result of this uncertainty, there has been, and Zyla expects that there may continue to be, significant litigation in the pharmaceutical industry regarding patents and other intellectual property rights.

        Third parties may assert infringement claims against Zyla, or other parties Zyla has agreed to indemnify, based on existing patents or patents that may be granted in the future. Zyla is aware of third-party patents and patent applications related to oxycodone drugs and formulations, including those listed in the FDA's Orange Book for oxycodone products. Since patent applications are published after a certain period of time after filing, and because applications can take several years to issue, there may be currently pending third-party patent applications that are unknown to Zyla, which may later result in issued patents. Because of the inevitable uncertainty in intellectual property litigation, any litigation could result in an adverse decision, even if the case against Zyla was weak or flawed.

        If Zyla is found to infringe a third party's intellectual property rights, or if a third party that Zyla was licensing technologies from was found to infringe upon a patent or other intellectual property rights of another third party, Zyla could be required to obtain a license from such third party to continue developing and commercializing Zyla's products and technology. However, Zyla may not be able to obtain any required license on commercially reasonable terms or at all. Even if Zyla is able to obtain a license, it may be non-exclusive, thereby giving Zyla's competitors access to the same technologies licensed to Zyla. In addition, in any such proceeding or litigation, Zyla could be found liable for monetary damages, including treble damages and attorneys' fees, if Zyla is found to have willfully infringed a patent. A finding of infringement could prevent Zyla from commercializing its technology or product candidates, or reengineer or rebrand its product candidates, if feasible, or force Zyla to cease some of its business operations.

        In connection with any NDA that Zyla files under Section 505(b)(2) of the FFDCA for any of its product candidates that it successfully partners, Zyla will also be required to notify the patent holder that it has certified to the FDA that any patents listed for the reference label drug in the FDA's Orange Book publication are invalid, unenforceable or will not be infringed by the manufacture, use or sale of its drug. If the patent holder files a patent infringement lawsuit against Zyla within 45 days of its receipt of notice of its certification, the FDA is automatically prevented from approving Zyla's

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Section 505(b)(2) NDA until the earliest of 30 months, expiration of the patent, settlement of the lawsuit or a court decision in the infringement case that is favorable to Zyla. Accordingly, Zyla may invest significant time and expense in the development of its product candidates only to be subject to significant delay and patent litigation before its product candidates may be commercialized. There is always a risk that someone may bring an infringement claim against Zyla. Even if Zyla is found not to infringe, or a plaintiff's patent claims are found invalid or unenforceable, defending any such infringement claim would be expensive and time-consuming, and would delay launch of any of Zyla's product candidates that Zyla successfully partners and distract management from their normal responsibilities.

        Competitors may sue Zyla as a way of delaying the introduction of its products. Any litigation, including any interference or derivation proceedings to determine priority of inventions, oppositions or other post-grant review proceedings to patents in the United States or in countries outside the United States, or litigation against Zyla's partners may be costly and time-consuming and could harm Zyla's business. Zyla expects that litigation may be necessary in some instances to determine the validity and scope of its proprietary rights. Litigation may be necessary in other instances to determine the validity, scope or non-infringement of certain patent rights claimed by third parties to be pertinent to the manufacture, use or sale of Zyla's products. Ultimately, the outcome of such litigation could compromise the validity and scope of Zyla's patent or other proprietary rights or hinder its ability to manufacture and market its products.

Zyla has been, and in the future may be, forced to litigate to enforce or defend its intellectual property, and/or the intellectual property rights of its licensors, which could be expensive, time consuming and unsuccessful, and result in the loss of valuable assets.

        Zyla has been, and may in the future be, forced to litigate to enforce or defend its intellectual property rights against infringement and unauthorized use by competitors, and to protect its trade secrets. In so doing, Zyla may place its intellectual property at risk of being invalidated, unenforceable, or limited or narrowed in scope. For example, Zyla sued a competitor who sent it a Paragraph IV certification related to its now discontinued product, ARYMO ER. Zyla ultimately dismissed the suit when it discontinued ARYMO ER.

        Further, an adverse result in any litigation or defense proceedings may place pending applications at risk of non-issuance. In addition, if any licensor fails to enforce or defend their intellectual property rights, this may adversely affect Zyla's ability to develop and commercialize its product candidates and prevent competitors from making, using, and selling competing products. Any such litigation, even if resolved in Zyla's favor, could cause Zyla to incur significant expenses, and distract its technical or management personnel from their normal responsibilities. Any such litigation or proceedings could substantially increase Zyla's operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. Zyla may not have sufficient financial or other resources to adequately conduct the litigation or proceedings. Many of Zyla's current and potential competitors have the ability to dedicate substantially greater resources to defend their intellectual property rights than Zyla can. Accordingly, despite Zyla's efforts, it may not be able to prevent third parties from infringing upon or misappropriating its intellectual property. Litigation could result in substantial costs and diversion of management resources, which could harm Zyla's business and financial results. Further, protecting against the unauthorized use of Zyla's patented technology, trademarks and other intellectual property rights is expensive, difficult and may in some cases not be possible. In some cases, it may be difficult or impossible to detect third-party infringement or misappropriation of Zyla's intellectual property rights, even in relation to issued patent claims, and proving any such infringement may be even more difficult.

        Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Zyla's confidential information could be

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compromised by disclosure during litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments that could negatively impact Zyla's reputation.

If Zyla breaches any of the agreements under which Zyla licenses rights to products or technology from others, Zyla could lose license rights that are material to its business or be subject to claims by its licensors.

        Zyla licenses rights to ZORVOLEX, VIVLODEX and TIVORBEX (which Zyla has divested and sublicensed to another party) from iCeutica, to OXAYDO from Acura and to SPRIX Nasal Spray from Recordati, and Zyla may enter into additional licenses in the future for products and technology that may be important to its business. Under Zyla's agreement with iCeutica, Zyla is subject to commercialization, royalty, patent prosecution and maintenance obligations. Under Zyla's agreement with Acura, Zyla is subject to, and under future license agreements Zyla may be subject to, a range of commercialization and development, sublicensing, royalty, patent prosecution and maintenance, insurance and other obligations. Under Zyla's agreement with Recordati, which was assigned to Zyla as part of Zyla's acquisition of SPRIX Nasal Spray from Luitpold, Zyla was obligated to use best commercial efforts to market and sell SPRIX Nasal Spray and Zyla pays a royalty to Recordati in connection with the SPRIX Nasal Spray license. Any failure by Zyla to comply with any of these obligations or any other breach by Zyla of its license agreements could give the licensor the right to terminate the license in whole, terminate the exclusive nature of the license or bring a claim against Zyla for damages. Any such termination or claim, particularly relating to Zyla's agreement with respect to OXAYDO, could have a material adverse effect on Zyla's financial condition, results of operations, liquidity or business. Even if Zyla contests any such termination or claim and is ultimately successful, such dispute could lead to delays in the development or commercialization of products and result in time consuming and expensive litigation or arbitration. In addition, on termination Zyla may be required to license to the licensor any related intellectual property that Zyla developed.

Zyla may be subject to claims by third parties of ownership of what Zyla regards as its own intellectual property or obligations to make compensatory payments to employees.

        While it is Zyla's policy to require its employees and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to Zyla, Zyla may be unsuccessful in executing or obtaining such an agreement with each party who, in fact, develops intellectual property that Zyla regards as its own. In addition, they may breach the assignment agreements or such agreements may not be self-executing, and Zyla may be forced to bring claims against third parties, or defend claims third parties may bring against it, to determine the ownership of what Zyla regards as its intellectual property. If Zyla fails in prosecuting or defending any such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel.

If Zyla is unable to protect the confidentiality of its trade secrets, its business and competitive position would be harmed.

        Zyla relies on trade secrets to protect its proprietary know-how, technology and other proprietary information, where it does not believe patent protection is appropriate or obtainable, to maintain its competitive position. However, trade secrets are difficult to protect. Zyla relies, in part, on non-disclosure and confidentiality agreements that Zyla enters into with parties who have access to them, such as Zyla's employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and disclose Zyla's proprietary information, including its trade secrets, and Zyla may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, some courts both within and outside the United States may be

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less willing or unwilling to protect trade secrets. If any of Zyla's trade secrets were to be lawfully obtained or independently developed by a competitor, Zyla would have no right to prevent such competitor, or those to whom they communicate them, from using that technology or information to compete with it. If any of Zyla's trade secrets were to be disclosed or independently developed, Zyla's competitive position would be harmed.

Zyla may not be able to protect its intellectual property rights throughout the world.

        Zyla relies upon a combination of patents, trade secret protection (i.e., know-how), and confidentiality agreements to protect the intellectual property of its products, including its product candidates. The strength of patents in the pharmaceutical field involves complex legal and scientific questions and can be uncertain. Where appropriate, Zyla seeks patent protection for certain aspects of its products and technology. Filing, prosecuting and defending patents on all of Zyla's products throughout the world would be prohibitively expensive. Competitors may use Zyla's technologies in jurisdictions where Zyla has not obtained patent protection to develop and sell its own products and, further, may export otherwise infringing products to territories where Zyla has patent protection but enforcement is not as strong as that in the United States. These products may compete with Zyla's products in jurisdictions where Zyla does not have any issued patents, or its patent claims or other intellectual property rights may not be effective or sufficient to prevent them from so competing.

        The patent position of pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of Zyla's patents or narrow the scope of its patent protection. The laws of foreign countries may not protect Zyla's rights to the same extent as the laws of the United States, and these foreign laws may also be subject to change.

        Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to pharmaceuticals, which could make it difficult for Zyla to stop the infringement of its patents or the marketing of competing products in violation of its proprietary rights generally. Proceedings to enforce Zyla's patent rights in foreign jurisdictions could result in substantial cost and divert Zyla's efforts and attention from other aspects of its business.

Zyla may be subject to claims that its employees have wrongfully used or disclosed alleged trade secrets of their former employers.

        Many of Zyla's employees, including its senior management, were previously employed at other biotechnology or pharmaceutical companies, including Zyla's competitors or potential competitors. These employees typically executed proprietary rights, nondisclosure and noncompetition agreements in connection with their previous employment. Although Zyla tries to ensure that its employees do not use the proprietary information or know-how of others in their work for Zyla, Zyla may be subject to claims that it or these employees have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee's former employer. Zyla is not aware of any threatened or pending claims related to these matters, but in the future litigation may be necessary to defend against such claims. If Zyla fails in defending any such claims, in addition to paying monetary damages, Zyla may lose valuable intellectual property rights or personnel. Even if Zyla is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

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Zyla may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.

        A third party may hold intellectual property, including patent rights, which is important or necessary to the development of Zyla's product candidates. It may be necessary for Zyla to use the patented or proprietary technology of a third party to commercialize its own technology or product candidates, in which case Zyla would be required to obtain a license from such third party. A license to such intellectual property may not be available or may not be available on commercially reasonable terms.

Risks Related to Zyla's International Operations

Zyla is exposed to risks related to its international operations and failure to manage these risks may adversely affect its operating results and financial condition.

        Zyla, through its distribution partners, sell its products outside the United States. Therefore, Zyla is subject to risks associated with having worldwide operations. These international operations require management attention and financial resources. International operations are subject to inherent risks and Zyla's future results could be adversely affected by a number of factors, including:

    its ability to manufacture the finished product and transport it to locations outside the United States;

    the time and resources required for the oversight of the distribution arrangements in foreign countries, some of which are in the developing world;

    requirements or preferences for domestic products or solutions, which could reduce demand for its solutions;

    differing existing or future regulatory and certification requirements, including with regard to pricing;

    management communication and integration problems related to entering new markets with different languages, cultures and political systems;

    greater difficulty in collecting accounts receivable and longer collection periods;

    difficulties in enforcing contracts, including due to the distribution partner going out of business;

    the uncertainty of protection for intellectual property rights in some countries;

    potentially adverse tax consequences, including regulatory requirements regarding its ability to repatriate profits to the United States;

    tariffs and trade barriers, export regulations and other regulatory and contractual limitations on its ability to sell its solutions in certain non-U.S. markets; and

    political and economic instability and terrorism.

        If Zyla does not successfully manage these and other factors, its international distribution arrangements could suffer.

Failure to comply with the FCPA and similar laws associated with Zyla's activities outside the United States could subject Zyla to penalties and other adverse consequences.

        A portion of Zyla's revenue is or will be derived from jurisdictions outside of the United States due to its international distribution arrangements. Zyla faces significant risks if it or its distributors fail to comply with the FCPA and other laws that prohibit improper payments or offers of payment to non-U.S. governments and their officials and political parties by Zyla and other business entities for the

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purpose of obtaining or retaining business. In many non-U.S. countries, particularly in countries with developing economies, some of which represent markets for Zyla through Zyla's distribution arrangements, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA or other laws and regulations. Although Zyla has implemented a company policy requiring its employees and consultants to comply with the FCPA and similar laws, such policy may not be effective at preventing all potential FCPA or other violations. Although Zyla's agreements with its distributors and resellers clearly state its expectations for its distributors' and resellers' compliance with U.S. laws and provide Zyla with various remedies upon any non-compliance, including the ability to terminate the agreement, Zyla also cannot guarantee its distributors' and resellers' compliance with U.S. laws, including the FCPA. Therefore, there can be no assurance that none of Zyla's employees and agents, or those companies to which Zyla outsources certain of its business operations, will take actions in violation of Zyla's policies or of applicable laws, for which Zyla may be ultimately held responsible. As a result of Zyla's focus on managing its growth, its development of infrastructure designed to identify FCPA matters and monitor compliance is at an early stage. Any violation of the FCPA and related policies could result in severe criminal or civil sanctions, which could have a material and adverse effect on Zyla's reputation, business, operating results and financial condition.

Non-U.S. governments tend to impose strict price controls that may adversely affect Zyla's future profitability.

        In most non-U.S. countries, prescription drug pricing and/or reimbursement is subject to governmental control. In those countries that impose price controls, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, Zyla's distribution partners may be required to conduct a clinical trial that compares the cost-effectiveness of its product candidate to other available therapies. If reimbursement of the products sold by Zyla's distribution partners is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, or if there is competition from lower priced cross-border sales, Zyla's profitability with regard to those international distribution arrangements will be negatively affected.

Risks Related to the Clinical Development and Regulatory Approval of Zyla's Products and Product Candidates

The regulatory approval processes of the FDA and comparable foreign regulatory authorities can be lengthy, time-consuming and inherently unpredictable; and if Zyla is ultimately unable to obtain regulatory approval for supplemental applications it may file for its products or applications for its product candidates that it is able to partner, its business will be substantially harmed.

        The time required to obtain approval by the FDA and comparable foreign regulatory authorities is unpredictable. Any sNDA for Zyla's products could fail to receive regulatory approval from the FDA or a comparable foreign regulatory authority if there is a disagreement with or disapproval of the design or implementation of Zyla's clinical trials; if there is a failure to demonstrate that the product sufficiently deters a particular route of abuse, if any clinical trials fail to meet the level of statistical significance required for approval; or if there are changes in the approval policies or regulations that render Zyla's clinical data insufficient to support the submission and filing of a sNDA or to obtain regulatory approval, among other events.

        The FDA or a comparable foreign regulatory authority may require more information, including additional preclinical or clinical data to support approval, which may delay or prevent approval and Zyla's commercialization plans, or cause Zyla to abandon the development program. Even if Zyla obtains regulatory approval, its products or any partnered product candidates may be approved for fewer or more limited indications than Zyla requests, such approval may be contingent on the performance of costly post-marketing clinical trials, or Zyla may not be allowed to include the labeling

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claims necessary or desirable for the successful commercialization of such product candidate. Any FDA determination that Zyla's NDA or sNDA submission is incomplete or insufficient for filing results in the FDA refusing to file the NDA or sNDA. A refusal to file by the FDA requires Zyla to expend additional time and resources to revise and resubmit its NDA or sNDA. There is no guarantee that any revised or resubmitted NDA or sNDA filing Zyla makes will be accepted by the FDA.

        In addition, under the Pediatric Research Equity Act, or PREA, certain NDAs or sNDAs must contain data to assess the safety and effectiveness of the product candidate for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product candidate is safe and effective. The FDA may grant deferrals for submission of data or full or partial waivers. Zyla filed an sNDA for SPRIX Nasal Spray in December 2015, based on pediatric data initially generated and submitted by former sponsors. Zyla received a refusal to file notice from the FDA on February 25, 2016. The FDA indicated that the filing review represents a preliminary review of the application and is not indicative of deficiencies that would be identified if the FDA performed a complete review. In addition, the FDA denied Iroko's request to be excused from its PREA requirements after Iroko submitted an application.

        The FDA approval process for product candidates typically takes many years following the commencement of preclinical studies and clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval varies among jurisdictions and may change during the course of a product candidate's clinical development. It is possible that none of Zyla's existing product candidates or any future product candidates Zyla may in-license, acquire or develop will ever obtain regulatory approval. It is also possible that Zyla may re-evaluate the path of a particular product or product candidate at different points in the approval and post-approval process, and decide, in some cases, to discontinue development of a product candidate or take a product off the market. For example, in September 2018, Zyla discontinued the manufacture, distribution and promotion of ARYMO ER after it became clear that the costs associated with the product exceeded the revenues it generated.

        Zyla's product candidates, if partnered, could fail to receive regulatory approval from the FDA or a comparable foreign regulatory authority for many reasons, including:

    disagreement with or disapproval of the design or implementation of Zyla's clinical trials;

    failure to demonstrate that a product candidate is safe and effective for its proposed indication;

    failure to sufficiently deter abuse;

    failure of clinical trials to meet the level of statistical significance required for approval;

    failure to demonstrate that a product candidate's clinical and other benefits outweigh its safety risks;

    a negative interpretation of the data from Zyla's preclinical studies or clinical trials;

    deficiencies in the manufacturing processes or failure of third-party manufacturing facilities with whom Zyla contracts for clinical and commercial supplies to pass inspection; or

    insufficient data collected from clinical trials of Zyla's product candidates or changes in the approval policies or regulations that render Zyla's preclinical and clinical data insufficient to support the submission and filing of an NDA or to obtain regulatory approval.

        In addition, if Zyla's product candidate produces undesirable side effects or safety issues, the FDA may require the establishment of a REMS, or a comparable foreign regulatory authority may require the establishment of a similar strategy that may, for instance, restrict distribution of Zyla's products and impose burdensome implementation requirements on Zyla. For example, OXAYDO is subject to

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REMS or other post-marketing requirements, such as lengthy and costly post-marketing studies. Any of the foregoing scenarios could materially harm the commercial prospects for Zyla's products and product candidates.

        To market and sell Zyla's products outside of the United States, Zyla must obtain separate marketing approvals and comply with numerous and various regulatory requirements and regimes, which can involve additional testing, may take substantially longer than the FDA approval process, and still generally include all of the risks associated with obtaining FDA approval. In addition, in many countries outside the United States, it is required that the product be approved for reimbursement before the product can be approved for sale in that country. FDA approval does not ensure approval by regulatory authorities in other countries or jurisdictions, approval by one regulatory authority outside the United States does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA, and Zyla may not obtain any regulatory approvals on a timely basis, if at all. Zyla may not be able to file for marketing approvals and may not receive necessary approvals to commercialize its products in any market.

Conducting clinical trials for Zyla's products and product candidates and any commercial sales of its products may expose Zyla to expensive product liability claims, and Zyla may not be able to maintain product liability insurance on reasonable terms or at all.

        The commercial use of Zyla's products and clinical use of Zyla's products and product candidates expose Zyla to the risk of product liability claims. This risk exists even if a product is approved for commercial sale by the FDA and manufactured in facilities licensed and regulated by the FDA, such as the case with Zyla's products, or an applicable foreign regulatory authority.

        Zyla currently carries product liability insurance with coverage up to approximately $10 million. Zyla may face product liability claims for its products and product candidates, regardless of FDA approval for commercial manufacturing and sale. Product liability claims may be brought against Zyla by consumers, pharmaceutical companies, subjects enrolled in Zyla's clinical trials, patients, healthcare providers or others using, administering or selling Zyla's products. If Zyla cannot successfully defend itself against claims that its products or product candidates caused injuries, it could incur substantial liabilities. Zyla may not be able to obtain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise. Regardless of merit or eventual outcome, liability claims may result in:

    decreased demand for Zyla's products;

    injury to Zyla's reputation and significant negative media attention;

    withdrawal of clinical trial participants;

    significant costs to defend the related litigation;

    substantial monetary awards to trial subjects or patients;

    loss of revenue;

    diversion of management and scientific resources from Zyla's business operations;

    product recall or withdrawal from the market;

    termination of clinical trial sites or entire trial programs;

    the inability to commercialize any products that Zyla may develop; and

    an increase in product liability insurance premiums or an inability to maintain product liability insurance coverage.

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        Zyla's inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of its products or product candidates. Any agreements Zyla may enter into in the future with collaborators in connection with the development or commercialization of Zyla's product candidates may entitle Zyla to indemnification against product liability losses, but such indemnification may not be available or adequate should any claim arise.

Risks Related to Zyla's Product Candidates

If Zyla does not find suitable partners to assist with the development and regulatory submissions for its product candidates, it may not be able to further develop or seek or obtain regulatory approval for Egalet-002 and its other product candidates and it may not realize any return on its investment in those assets.

        Although Zyla has completed its phase 3 studies for Egalet-002, Zyla determined to delay indefinitely its previously-announced anticipated 2019 filing date for the Egalet-002 NDA, unless Zyla finds a partner to share the cost. Zyla has also ceased, for the time being, the research and development of Egalet-003, an AD stimulant, and Egalet-004, an AD, ER hydrocodone, which were developed using Zyla's Guardian Technology. Zyla would rely on partners to help develop and seek regulatory approval for those product candidates as well. If Zyla is unable to find suitable partners, it may not be able to seek regulatory approval for Egalet-002 or perform additional necessary preclinical or clinical studies for its other product candidates.

        Even if Zyla were able to find partners or collaborators to help it further develop and/or seek regulatory approval for its product candidates, it may not successfully complete preclinical or clinical studies necessary to obtain FDA approval. Success in preclinical studies and early clinical trials does not ensure that later clinical trials will generate adequate data to demonstrate the efficacy and safety of an investigational drug. Further, a key element of Zyla's strategy with regard to any product candidate that Zyla is able to partner is to seek FDA approval for its product candidates through the Section 505(b)(2) regulatory pathway. Section 505(b)(2) permits the filing of an NDA where at least some of the information required for approval comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference. Such reliance is typically predicated on a showing of bioequivalence or comparable bioavailability to an approved drug. If the FDA did not allow Zyla to pursue the Section 505(b)(2) approval pathway for Zyla's product candidates, or if Zyla could not demonstrate bioequivalence or appropriate bioavailability of its product candidates at a statistically significant level, it would need to conduct additional clinical trials, provide additional data and information, meet additional standards for regulatory approval or completely abandon further clinical development due to financial constraints. Even if Zyla's product candidates were approved under Section 505(b)(2), the approval may be subject to limitations on the indicated uses for which the products may be marketed or to other conditions of approval or may contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the products. In addition, submission of an NDA under Section 505(b)(2) could subject Zyla to litigation, as Zyla would also be required to notify the reference drug NDA holder and patent holders that it has certified to the FDA that any patents listed for the approved drug, also known as a reference listed drug, in the FDA's Orange Book publication are invalid, unenforceable or will not be infringed by the manufacture, use or sale of Zyla's drug. Finally, Zyla's dependence on a partner or collaborator to help it further develop and seek approval for its product candidates could reduce its revenues from its products or could lengthen the time for Zyla to generate cash flows from the sale of any of its product candidates if such products were approved by the FDA.

        As a result of all of the challenges in seeking approval and commercializing any approved product candidate, even with the assistance of a partner or collaborator, Zyla may not realize any return on the investments it has made in its product candidates or its Guardian Technology.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements and assumptions in this Joint Proxy Statement/Prospectus and in the documents attached or incorporated by reference in this Joint Proxy Statement/Prospectus contain or are based on "forward-looking" information and involve risks and uncertainties. Assertio Holdings, Assertio Therapeutics, and Zyla believe that such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those that may predict, forecast, indicate or imply future results, performance or achievements. Such forward-looking information also includes, among other things, statements as to the expected benefits of the Merger to Assertio Therapeutics stockholders and Zyla stockholders, statements as to the impact of the proposed Merger on revenues and earnings, and other statements with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, plans and objectives of management and other matters. These statements are subject to numerous assumptions and uncertainties, many of which are outside of Assertio Holdings', Assertio Therapeutics', and Zyla's control and involve risks and uncertainties that could cause actual results to differ materially from the results contained in the forward-looking statements. These include completion of the Merger, governmental regulatory processes and assumptions with respect to future revenues, expected operating performance and cash flows.

        Actual outcomes are dependent upon many factors. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, among others, the "Risk Factors" set forth above as well as the following factors:

    the possibility that the companies will be unable to fully realize the benefits they anticipate from the Merger;

    the possibility that the Merger may not occur;

    the combined company's continued ability to execute its business strategy;

    changes in general economic conditions, both domestically and abroad;

    the effect of various litigation that arise from time to time in the ordinary course of business;

    changes in the banking and capital markets, which can affect the cost of financing activities;

    the impact of weather and the occurrence of natural disasters such as fires, floods and other catastrophic events and natural disasters;

    public health crises, pandemics, epidemics or outbreaks of a contagious disease, such as the recent outbreak of Coronavirus (or COVID-19);

    acts of war or terrorist activities; and

    other economic, political and technological risks and uncertainties.

        Words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "hopes," "targets" or similar expressions are intended to identify forward-looking statements, which speak only as of the date of this Joint Proxy Statement/Prospectus, and in the case of documents incorporated by reference, as of the date of those documents. Assertio Holdings, Assertio Therapeutics, and Zyla operate in an unpredictable and competitive environment. It is not possible to predict all risk factors or estimate the impact of these factors. Accordingly, stockholders should not place undue reliance on the forward-looking statements as a prediction of future results. None of Assertio Holdings, Assertio Therapeutics, or Zyla undertakes any obligation to update or release any revisions to any forward-looking statements or to report any events or circumstances after the date of this Joint Proxy Statement/Prospectus or to reflect the occurrence of unanticipated events, except as required by law.

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THE MERGER

        The discussion in this Joint Proxy Statement/Prospectus of the Merger, including the issuance of shares of Assertio Holdings Common Stock in the Merger, and the Merger Agreement is subject to, and is qualified in its entirety by reference to, the principal terms of the Agreement and Plan of Merger dated as of March 16, 2020, as amended, among Assertio Holdings, Assertio Therapeutics, Inc. and Zyla, a copy of which is attached to this Joint Proxy Statement/Prospectus as Annex A and is incorporated into this Joint Proxy Statement/Prospectus by reference. The Merger Agreement has been included as an annex hereto to provide investors with information regarding its terms. However, it is not intended to provide any other factual information about Assertio or Zyla, or their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement as of the specific dates therein, were made solely for the benefit of the respective contracting parties to those agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the respective parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties set forth in the Merger Agreement may not describe the actual state of affairs as of the date they were made or at any other time and investors should not rely on them as statements of fact.

General Description

        Assertio Therapeutics entered into the Merger Agreement with Zyla and certain wholly-owned subsidiaries of Assertio formed to effectuate the Merger Agreement. Pursuant to the Merger Agreement and through a series of transactions described in this Joint Proxy Statement/Prospectus, including the Assertio Reorganization, and subject to the conditions set forth in the Merger Agreement, Assertio will become a wholly-owned subsidiary of Assertio Holdings prior to the Effective Time and Zyla will become a wholly-owned subsidiary of Assertio Holdings at the Effective Time, with Assertio Holdings assuming Assertio's listing on Nasdaq. See "The Agreement and Plan of Merger" beginning on page 161 of this Joint Proxy Statement/Prospectus.

Merger Consideration

        At the Effective Time, each issued and outstanding share of Zyla Common Stock will be canceled and automatically converted into the right to receive as Merger Consideration 2.5 shares of Assertio Holdings Common Stock. On a pro forma basis, the current holders of Zyla Common Stock will have rights to receive in the aggregate approximately 32% of the outstanding shares of common stock of Assertio Holdings, calculated on a fully-diluted basis (treasury-stock method), immediately after the Merger. See "The Agreement and Plan of Merger—Consideration in the Merger" beginning on page 161 of this Joint Proxy Statement/Prospectus.

Background of the Merger

        The following discussion provides certain background information relating to Assertio and Zyla preceding their interactions up through the execution and delivery of the Merger Agreement.

Assertio Background

        In March 2017, Assertio entered into a Cooperation and Support Agreement with Starboard Value LP and certain of its affiliates, pursuant to which certain changes were made to the composition of the Assertio Board and senior management team, including the appointment of Arthur J. Higgins as Assertio's Chief Executive Officer. With guidance from the new management team and the Assertio

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Board, Assertio announced that it was in the process of transforming into a leading diversified, specialty pharmaceutical company with a goal of rapidly deleveraging its balance sheet, growing its core business, and opportunistically building for the future. Following this strategic shift, Assertio completed a number of transactions to advance these goals, commencing with the entry into a Commercialization Agreement in December 2017 with Collegium, pursuant to which Assertio granted Collegium rights to commercialize the product NUCYNTA, while retaining ownership of certain NUCYNTA-related assets and rights. In consideration for the rights granted to Collegium, Assertio received an upfront payment and was entitled to receive royalties on Collegium's sales of NUCYNTA. Through December 31, 2019, Assertio received a total of $267.0 million from Collegium under the Commercialization Agreement.

        Assertio restructured its balance sheet, with a debt exchange in August 2019, pursuant to which Assertio exchanged approximately $200.0 million aggregate principal amount of the 2021 Notes for a combination of cash, common stock and the 2024 Notes. In December 2019, Assertio raised additional capital through the sale of its rights to the product Gralise (gabapentin) in consideration for $75.0 million, plus up to $52.5 million of royalties. The proceeds from the Collegium Commercialization Agreement and the Gralise sale were used to pay down indebtedness and fund working capital.

        Most recently, Assertio sold its remaining NUCYNTA assets to Collegium in February 2020 for $375.0 million, less certain royalties paid to Assertio. The proceeds from this asset sale retired the remaining balance outstanding under Assertio's secured loan with Deerfield Partners, L.P. and certain of its affiliates, with the remaining proceeds to be used to repurchase up to the entire remaining balance outstanding under the 2021 Notes and 2024 Notes (together, the "Convertible Notes"). As of April 15, 2020, there was approximately $335,000 of outstanding principal under the Convertible Notes.

        As a result of these activities, Assertio moved away from the commercialization of and dependence on opioid products and significantly deleveraged its balance sheet. However, after completion of these transactions, Assertio's remaining revenues did not support the cost structure and in order to achieve profitability, the Assertio Board and management team concluded that it would need to increase revenue through the acquisition or in-licensing of additional commercial products. Given Assertio's limited cash resources and desire to deleverage the company, Assertio further concluded that it would be best if these acquisitions could be completed using the issuance of capital stock as consideration. Assertio's previous experience was that it was challenging and time consuming to acquire or license products that would meaningfully grow revenues without using a significant cash component and therefore the focus turned to strategic combinations. During the period from March 2017 through February 2020, Assertio and its financial advisors screened and considered over 200 potential business development partners or opportunities and engaged in preliminary discussions with 64 companies. Despite this broad outreach, none of these inquiries besides those with Zyla and another candidate ("Company B") progressed beyond preliminary discussions because of perceived risks regarding Assertio's outstanding opioid-related litigation and related governmental investigations and/or the historical level of Assertio's outstanding debt.

Zyla Background

        Zyla's board of directors and Zyla's senior management regularly review Zyla's operating and strategic plans in an effort to enhance stockholder value. This review involves, among other things, discussions of opportunities and risks associated with Zyla's products, financial condition and market, as well as consideration of strategic alternatives and options available to Zyla.

        On August 14, 2019, Zyla's board of directors held an in-person meeting, including certain members of Zyla's senior management, to discuss Zyla's business strategy and outlook. Members of Zyla's senior management discussed with Zyla's board of directors challenges to the business that remained after Zyla's emergence from the bankruptcy reorganization earlier that year. Management

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noted that Zyla had a significant sales force and commercial infrastructure that could be harnessed to sell additional complementary products if Zyla could obtain them, and that obtaining new products would be especially important given near and longer-term challenges with maintaining and growing revenue from Zyla's existing products presented by potential generic competition. They also discussed the liquidity constraints imposed on the company in supporting its commercial organization while continuing to service Zyla's substantial indebtedness. They noted that given the existing liquidity pressure, acquiring additional products would require a capital raise, which would result in significant dilution to existing stockholders. Following discussion, Zyla's board of directors formed an ad hoc committee of directors composed of Timothy Walbert, chairman of Zyla's board of directors, Todd Holmes, Joseph McInnis and Gary Phillips to analyze the contribution of certain of Zyla's products and review and evaluate potential strategies for the business, including business development.

        The ad hoc committee met in the coming weeks, and on September 18, 2019, in light of the challenges discussed at the August 14 meeting, determined to recommend to Zyla's board of directors the creation of a transactions committee as a committee of convenience to assess strategic alternatives, including, among other things, possible strategic combinations, acquisitions and divestitures, and in-licensing of products, as well as continuing as a stand-alone company.

        At its regularly scheduled meeting on September 19, 2019, Zyla's board of directors formed a transactions committee (the "Transactions Committee") consisting of Messrs. Walbert and McInnis and Dr. Phillips to review strategic alternatives and develop recommendations for the full Zyla board of directors. The Transactions Committee was authorized to solicit and respond to proposals regarding strategic alternatives and to retain and determine the compensation of financial advisors, legal counsel and other professionals to assist the committee.

        Also at the September 19 meeting, Zyla's board of directors received a presentation from MTS Health Partners, LP (together with its affiliates, including MTS Securities, "MTS"), which provided its preliminary view of strategic alternatives, including, among others, a possible business combination, product acquisition, significant financing or recapitalization and continuing as a stand-alone company. MTS described potential benefits and risks of each such alternative. MTS also discussed the potential for asset divestitures or a winding down of the company. Following its presentation, MTS recommended a targeted outreach to potential acquirors and merger parties with logical synergies and that, concurrently with the outreach, Zyla continue to explore potential sources of equity capital on acceptable terms as a source of liquidity for its business. Zyla's board of directors discussed the threat of generic competition to certain of Zyla's products as well as the risks associated with a diligence process in which generic manufacturers could access Zyla's sensitive information and the need to limit that access. Zyla's board of directors also expressed a preference to explore transactions that would complement Zyla's commercial infrastructure.

        The Transactions Committee held its first meeting on September 19, 2019, after Zyla's board of directors meeting. At the committee meeting, the Transactions Committee discussed the MTS' presentation. The committee noted MTS' deep experience in the pharmaceutical industry with merger and acquisition transactions and the positive experience that certain of the directors previously had with MTS. The committee members also discussed their interactions with MTS in other circumstances and determined that none gave rise to any actual or potential conflicts of interest. After deliberation, the Transactions Committee determined to engage MTS to assist in the committee's review of strategic alternatives.

        On October 7, 2019, the Transactions Committee entered into two engagement letters with MTS, one relating to the provision of financial advisory services in connection with the committee's assessment of strategic alternatives, and the other relating to advising with respect to a potential business combination transaction, including with respect to the sale of the entire company.

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        In the following weeks, at the direction of the Transactions Committee, MTS identified a preliminary list of 85 companies that might be viable candidates for a potential business combination with Zyla, including U.S. and non-U.S. public and private companies focused on pain relief treatments, conditions affecting the central nervous system and providing hospital-based treatments. Members of Zyla's senior management, with the assistance of MTS, then narrowed that list to 37 companies based on various criteria, including financing risk, product portfolio, experience and expertise of the management and scientific teams, potential for the combined company to list with the Nasdaq Stock Market LLC and operate as a public company, experience in branded versus generic pharmaceuticals, and ability to fund ongoing operations for the combined company.

        Between October 1, 2019 and December 20, 2019, MTS contacted the 37 companies regarding their respective interest in a potential transaction and, of those parties, 16 were sent Zyla's form of confidential disclosure agreement ("CDA"). Zyla entered into CDAs with four of those parties. The other 33 parties declined further discussions or did not respond. Zyla provided publicly available information to each of these four parties, but did not provide any confidential diligence information. During this period and throughout December 2019, MTS provided weekly updates on the outreach process to Zyla's senior management, who shared the updates with the Transactions Committee.

Assertio and Zyla Interactions

        During this period and in parallel to Zyla's outreach process, Zyla entered into a mutual CDA with Assertio on October 28, 2019 and representatives of Zyla's senior management held discussions with members of Assertio's senior management regarding a possible acquisition of one of Zyla's product technology platforms. These discussions continued until early December.

        At Zyla's board of directors December 4, 2019 regular meeting, a member of Zyla's senior management provided an overview of the outreach process, and the independent directors of Zyla's board of directors discussed the outreach process in executive session. Zyla's board of directors discussed the anticipated near-term cash constraints on the business as a factor in evaluating a potential strategic transaction.

        On December 9, 2019, Mr. Smith had a meeting with Mr. Higgins at which they discussed a range of potential business opportunities for the two companies. They discussed the possibility of a merger, although they acknowledged that the parties' respective indebtedness would be potentially prohibitive of a business combination.

        Later that day, Mr. Higgins contacted Mr. Smith and expressed a verbal interest in exploring a merger between the two companies. Mr. Higgins shared that Assertio was in negotiations for a transaction (the NUCYNTA Sale, as defined below) that could lead to Assertio retiring its indebtedness, which Mr. Higgins believed increased the potential of such a merger.

        On January 8, 2020, Mr. Smith again met with Mr. Higgins to discuss a possible transaction, including, among other things, high-level terms and possible next steps.

        On January 10, 2020, Mr. Higgins sent an e-mail to Mr. Smith setting forth a nonbinding proposal for a business combination between Assertio and Zyla. In the e-mail, Mr. Higgins expressed Assertio's interest in a 100% stock-for-stock merger in which Assertio would acquire 100% of Zyla for $36.25 million in Assertio Common Stock, which represented a 10% premium to Zyla's stock price of $2.32 as of January 9, 2020. The proposal also specified that the pro forma board of directors of the combined company would mirror the equity ownership split between Assertio stockholders and former Zyla stockholders. The proposal contained certain other elements, including (1) a rollover of the indebtedness under the Zyla Secured Notes into the combined company with proposed amendments designed to provide the combined company with additional flexibility to incur indebtedness and to operate and grow the combined businesses and (2) a request that key Zyla stockholders as well as

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members of both companies' management and boards of directors enter into voting and support agreements in favor of the transaction as well as six-month lock-up agreements that would take effect at the effective time of the transaction. In addition, the non-binding proposal contemplated the creation of a holding company above existing Assertio and the creation of a merger subsidiary under the holding company into which Zyla would merge at closing, the result of which would have Zyla operating as a sister company to Assertio. In consideration of the expenditure of resources on both sides, Assertio also requested a 20-day exclusivity period to effect the transaction. Mr. Smith forwarded the proposal to the Transactions Committee.

        On January 13, 2020, Messrs. Higgins and Peisert of Assertio discussed the terms of Assertio's non-binding proposal with Mr. Smith and Dr. Strobeck at the 2020 J.P. Morgan Healthcare Conference in San Francisco, California.

        Also on January 13, 2020, the Transactions Committee held a telephonic meeting to discuss Assertio's proposal, which members of Zyla's senior management, a representative of MTS, and a representative of Dechert LLP ("Dechert"), counsel to Zyla, attended. The MTS representative described the elements of the proposal and provided a preliminary financial analysis of the proposed transaction. Following discussion of the proposal, the committee authorized management to continue discussions with Assertio regarding the proposal. The committee requested MTS to refine its analysis of the proposal based upon further diligence and directed MTS and management to develop a counterproposal that could be shared with the full Zyla board of directors for consideration, including through confidential discussions with holders of the Zyla Secured Notes regarding possible amendments.

        Beginning in early January and over the course of the next couple of months, Zyla and Assertio and their respective advisors, MTS, Stifel, Assertio's financial advisor, Dechert and Gibson, Dunn & Crutcher LLP ("Gibson Dunn") and other counsel to Assertio, held conversations and exchanged due diligence information concerning the proposed transaction, including through online data rooms.

        During the week of January 13, 2020, Zyla's senior management held calls with three of the companies that had previously executed CDAs with Zyla during the outreach process and continued to express interest in a possible transaction. In the course of these discussions, each of these three companies expressed interest in a strategic direction different than Zyla desired to pursue. Accordingly, Zyla prioritized the proposed business combination with Assertio as the most viable available opportunity to enhance value for Zyla's stockholders. The fourth company ultimately declined to continue in discussions with Zyla.

        On January 20, 2020, as a follow-up to its proposal, Assertio sent to Zyla a proposed form of exclusivity agreement.

        On January 20, 2020, Zyla's board of directors held a telephonic meeting to consider the proposal from Assertio and to discuss a counterproposal that had been developed by Zyla's senior management with the assistance of MTS. Members of Zyla senior management and representatives of MTS and Dechert attended the meeting. Members of Zyla senior management updated Zyla's board of directors on Zyla's due diligence of Assertio, including, among other things, potential risks regarding Assertio's outstanding opioid-related litigation and related governmental investigations. They noted that diligence was ongoing. Mr. Smith described potential benefits of the transaction to Zyla's stockholders, including anticipated synergies of the proposed transaction as well as management's view as to Zyla's prospects as a standalone company, including as to the threat of generic competition to certain of its products. Representatives of MTS provided an update on the status of the review of strategic alternatives and the outreach process. They also described the elements of the counterproposal for Assertio. In this context, Zyla's board of directors considered the potential benefits of the proposed transaction, including increased salesforce productivity, operational synergies, portfolio diversification and improved financial position, and risks of the proposed transaction, including the potential opioid litigation exposure

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Assertio was facing. They also noted that Assertio was in negotiations with a third party for the sale of its NUCYNTA franchise of products (the "NUCYNTA Sale"), which sale was expected to yield cash proceeds that could be used to pay down both Assertio's and Zyla's indebtedness and fund ongoing operations of a combined company. After extensive discussion, Zyla's board of directors determined that it needed additional information concerning Assertio's projected cash balance and its remaining products in order to more fully evaluate a counterproposal. Zyla's board of directors directed MTS and management to obtain this additional information from Assertio and report back to Zyla's board of directors.

        On January 22, 2020, Zyla's board of directors held a telephonic meeting to review the results of Zyla's additional due diligence of Assertio and the counterproposal. Members of Zyla senior management and representatives of MTS and Dechert attended the meeting. A representative of MTS reviewed the elements of the counterproposal as updated following the January 20, 2020 board meeting and presented a financial analysis of the proposal. Representatives of MTS also discussed diligence information that it had received from Assertio, including an estimated cash balance following the NUCYNTA Sale. After a thorough discussion, Zyla's board of directors directed MTS to submit a counterproposal to Assertio reflecting a 30% premium to Zyla's January 9, 2020 closing stock price of $2.32 and including a composition of the board of directors of the combined company consisting of three directors designated by Zyla, three directors designated by Assertio and the chief executive officer of the combined company (Mr. Smith) acting as the seventh director. Zyla's board of directors authorized Zyla management, with the assistance of MTS, to continue to negotiate the proposal, including seeking a period of mutual exclusivity in which to negotiate the transaction. Following the meeting, Zyla sent the counterproposal to Assertio.

        On January 31, 2020, Mr. Smith met with Mr. Higgins to discuss Zyla's counterproposal and the rationale. Later that day, Zyla's board of directors met telephonically and received an update from Mr. Smith on those discussions.

        On February 4, 2020, the Assertio Board held a regularly scheduled meeting, with representatives of Stifel and Gibson Dunn participating by invitation via teleconference. At that meeting, the Assertio board of directors, with Stifel's assistance, discussed (1) Assertio's strategic rationale for the proposed combination (i.e., to create an "at-scale" specialty pharmaceutical company poised for success), (2) a summary of the financial terms of the offers and counteroffers to date, (3) illustrative pro forma considerations including a pro forma profile of the combined company and (4) a situation overview of Zyla, including its product portfolio, capitalization, debt, stakeholders and recent trading history. Following discussion, the Assertio Board authorized Assertio's management, with the assistance of Stifel, to continue negotiating the terms of a potential transaction with Zyla and MTS.

        On February 10, 2020, Assertio submitted a non-binding indication of interest to Zyla for a stock-for-stock merger, which provided for, among other things, (1) a purchase price of approximately $2.78 per share of Zyla Common Stock, representing a 20% premium to Zyla's January 9, 2020 closing stock price of $2.32 and an equity value of $41.8 million, (2) the rollover of indebtedness under Zyla's existing Zyla Secured Notes with proposed amendments to the underlying indenture, (3) the payoff of Zyla's revolving credit facility and $4.5 million promissory note issued to Iroko, and (3) a pro forma composition of the board of directors of the combined company consisting of three directors designated by Zyla, including Mr. Smith as the chief executive officer of the combined company, and six directors designated by Assertio, including Mr. Higgins as the chairman of the board of directors. The indication of interest requested that Zyla agree to a 30-day period of exclusivity, and required that the directors and key members of management of both parties and certain key stockholders of Zyla enter into voting and support agreements in favor of the proposed transaction and agree to six-month lock-up agreements. The indication of interest also noted that Assertio's proposal was subject to, among other things, Assertio's satisfactory completion of due diligence.

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        Commencing February 10, 2020, members of Zyla's senior management reached out to certain holders of its Zyla Secured Notes to solicit their interest in executing confidentiality agreements and obtaining more information about the potential merger. Each of these holders executed confidentiality agreements with Zyla, and Zyla's senior management briefed representatives of these holders on the potential transaction with Assertio, including the amendments to the terms of the Zyla Secured Notes sought by Assertio, and sought the holders' concurrence in the merits of the transaction and willingness to agree to such amendments.

        On February 17, 2020, the Assertio Board met via teleconference, with senior members of Assertio's management and representatives of Stifel and Gibson Dunn participating by invitation, to discuss the status of negotiations with Zyla. The Assertio board of directors, with the assistance of Stifel and Gibson Dunn, discussed (1) certain of Assertio's strategic and tactical considerations following the recent divestiture of Gralise and the NUCYNTA Sale, (2) efforts to date to identify potential interested targets and the challenges related to Assertio's pending opioid-related litigation, governmental investigations and related matters and potential risks relating to these contingencies and (3) that Zyla and Company B were the only two companies that had expressed interest in pursuing a strategic transaction with Assertio. Stifel also discussed with the Assertio Board the general financial terms of a potential transaction with Zyla, including certain illustrative pro forma considerations. Following discussion among the directors, the Assertio Board authorized Assertio's management to continue discussions with Zyla.

        Also on February 17, 2020, Zyla's board of directors met telephonically to discuss Assertio's non-binding indication of interest. Members of Zyla senior management and representatives of MTS and Dechert also attended the meeting. Representatives of Dechert provided an overview of its due diligence findings to date related to Assertio's pending opioid-related litigation, governmental investigations and related matters. Representatives of Dechert also described Assertio's proposed structure for the transaction as well as potential benefits and risks related to the proposed structure and alternative structures. MTS then provided its view as to the relative valuation of Zyla reflected in Assertio's proposal. Members of Zyla's senior management then proposed a counterproposal that accepted most of the elements of Assertio's proposal but increased the proposed purchase price to $43.61 million in Assertio Common Stock, representing a 25% premium to Zyla's January 9, 2020 closing stock price of $2.32 and a 32% pro forma ownership in the combined company (fully-diluted basis, treasury-stock method), and revised the proposed amendments to the Zyla Secured Notes based on preliminary feedback received from certain holders of the Zyla Secured Notes. Following discussion, Zyla's board of directors authorized Zyla's management to submit the counterproposal to Assertio and enter into a mutual 30-day period of exclusivity to negotiate a transaction. Later that day, Zyla submitted the counterproposal to Assertio.

        On February 24, 2020, the Assertio Board met via teleconference, with senior members of Assertio's management and representatives of Stifel and Gibson Dunn participating by invitation. A representative of Stifel updated the Assertio Board on the status of negotiations with Zyla. Stifel next discussed an illustrative pro forma preliminary valuation of a combined company for an acquisition of Zyla, including sensitivity analysis based on potential synergies expected by Assertio management. Following discussion, the Assertio Board authorized Assertio management to submit a signed non-binding indication of interest to Zyla.

        Also on February 24, 2020, Assertio submitted a revised non-binding indication of interest to Zyla. The indication of interest reflected the terms of Zyla's counterproposal with only a modification to the proposed amendments to the Zyla Secured Notes. Zyla's management sent the revised indication of interest to Zyla's board of directors for consideration.

        On February 25, 2020, Zyla's board of directors agreed by written consent to authorize Mr. Smith to execute Assertio's latest non-binding indication of interest on behalf of Zyla, and Mr. Smith did so.

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        On March 3, 2020, Assertio proposed fixing the exchange ratio at 2.4 shares of Assertio Common Stock for each share of Zyla Common Stock, which, based on fully diluted shares then outstanding of Assertio and Zyla, would provide Zyla stockholders with approximately 31% pro forma ownership in the combined company.

        On March 4, 2020, Zyla's board of directors held a regularly scheduled meeting. At that meeting, a representative of Dechert discussed the fiduciary duties of the directors as they related to the proposed transaction with Assertio. Representatives of MTS provided an analysis of the hypothetical alternatives to a transaction with Assertio, including Zyla remaining a standalone company, the acquisition of a business unit of another company and a product acquisition. Zyla's board of directors discussed the proposed exchange ratio and, based on refinements to each of Assertio's and Zyla's fully-diluted capitalization, Zyla's board of directors determined to request an exchange ratio of 2.5 shares of Assertio Common Stock, which, based on fully diluted shares (treasury-stock method) then outstanding of Assertio and Zyla, would provide Zyla stockholders with approximately a 32% aggregate ownership interest in the combined company. Zyla's board of directors discussed Zyla's year-to-date financial performance and 2020 forecast, including the potential for a cash shortfall in the second quarter, unless it utilized its revolving credit facility, before recovering later in the year.

        On March 5, 2020, the parties agreed to a fixed exchange ratio of 2.5 shares of Assertio Common Stock for every share of Zyla stock to be acquired in the merger, provided there were no significant changes to the terms of the proposed amendments to the indenture governing the Zyla Secured Notes.

        Also on March 5, 2020, Gibson Dunn sent to Dechert an initial draft of the merger agreement for the proposed transaction for its review.

        On March 6, 2020, Zyla sent to Assertio a draft form of supplemental indenture reflecting proposed amendments to the indenture governing the Zyla Secured Notes (the "First Supplemental Indenture").

        On the morning of March 6, 2020, representatives of Zyla, Assertio, Dechert and Gibson Dunn held a conference call to discuss timing and process for negotiation of the merger agreement and related documentation. Similar calls continued periodically through March 16, 2020.

        On March 10, 2020, Dechert sent Gibson Dunn a revised draft of the merger agreement. Separately, representatives of Dechert contacted Gibson Dunn to discuss the scope of stockholders that would be subject to voting and support agreements.

        On March 11, 2020, representatives of Gibson Dunn and Dechert held a conference call to discuss key issues under the draft merger agreement. Among other things, Gibson Dunn and Dechert discussed the scope of voting capital stock that would be covered by the requested voting and support agreements.

        On March 11, 2020, Zyla's board of directors held a special telephonic meeting at which representatives of Zyla senior management and Dechert were in attendance. Members of Zyla's senior management updated Zyla's board of directors on the progress made with Assertio since March 3, 2020. In addition, representatives of Dechert discussed with Zyla's board of directors the due diligence relating to Assertio's pending opioid-related litigation, governmental investigations and related matters and potential risks relating to these contingencies.

        On March 12, 2020, Gibson Dunn sent to Dechert a revised draft of the merger agreement.

        Also on March 12, 2020, Zyla sent to the representatives of the holders of the Zyla Secured Notes a draft of the First Supplemental Indenture, which reflected comments from Gibson Dunn and Assertio.

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        Also on March 12, 2020, the Assertio Board met via teleconference, with senior members of Assertio's management and representatives of Stifel and Gibson Dunn participating by invitation. A representative of Gibson Dunn reviewed (1) the material terms of the merger agreement and the First Supplemental Indenture and (2) the fiduciary duties of the Assertio Board and the legal standards applicable to the Assertio Board's consideration of the proposed combination with Zyla. The Assertio Board then discussed their duties with Gibson Dunn. Stifel also discussed with Assertio's board of directors its preliminary financial analyses of the merger consideration to be paid by Assertio Holdings in the potential transaction.

        Later on March 12, 2020, Zyla's board of directors met via teleconference at which members of Zyla senior management and certain Zyla employees and representatives of MTS, Dechert and Global Patent Group, Zyla's patent counsel, were present. Zyla's board of directors received updates and a review of various matters relevant to the proposed business combination with Assertio. Zyla's board of directors heard from members of senior management and employees with respect to key issues identified during the due diligence process. Representatives of Dechert provided a summary of the key terms of the proposed merger agreement, including (1) the termination fee and reimbursement that would be payable by Zyla in the event the merger agreement were terminated in the event of a change of Zyla's board of directors' recommendation with respect to the transaction or if Zyla's stockholders failed to adopt the merger agreement and (2) the status of the voting and support agreements. MTS was then excused from the meeting, and representatives of Dechert reviewed the fiduciary duties of Zyla's board of directors and the legal standards applicable to Zyla's board of directors' consideration of the proposed combination with Assertio. Zyla's board of directors then discussed their duties with Dechert. During the discussion, Zyla's board of directors acknowledged that Mr. Smith, with a proposed continuing role as the chief executive officer of the combined company, and Todd Holmes, as a principal at CRG, Zyla's largest stockholder and holder of Zyla Secured Notes, might be considered to have interests in a transaction with Assertio that differed from that of other stockholders.

        During the period from March 13, 2020 through the morning of March 16, 2020, Zyla, together with representatives of Dechert and MTS, exchanged drafts and mark-ups and continued to negotiate telephonically with Assertio, together with representatives of Gibson Dunn and Stifel, the terms of the draft merger agreement. The parties reached a consensus that the aggregate percentage of Zyla's shares of common stock covered under voting and support agreements would ratchet back to 35% in the event of a change of Zyla's board of directors' recommendation. The parties also discussed other principal issues including, among other things, the termination fee amount and reimbursement provisions, the parameters of the non-solicitation provisions regarding alternative transaction proposals, the restrictions on the ability of Zyla's board of directors to change or withdraw its recommendation of the adoption of the merger agreement, circumstances under which either party could terminate the draft merger agreement, and the scope of persons who would be subject to voting and support agreements and lock-up agreements.

        Also during the period of March 13, 2020 through March 16, 2020, the parties and their advisors exchanged drafts and negotiated the final terms of the Merger Agreement as well as the ancillary agreements, including the voting and support agreements and the First Supplemental Indenture.

        On the evening of March 15, 2020, Zyla's board of directors convened telephonically at which members of Zyla senior management and representatives of MTS and Dechert were present. MTS reviewed its financial analysis of the potential transaction and the potential standalone value of Zyla. MTS compared the proposed transaction to other recent transactions and discussed its analysis as to the fairness, from a financial point of view, to the holders of Zyla Common Stock, of the stock consideration to be delivered pursuant to the proposed merger agreement. There was a thorough discussion of Zyla's standalone prospects, the potential risks and benefits of executing a strategic transaction in the current economic environment and challenges related to COVID-19, the strategic fit of the two companies, and the significant strategic advantages of a combination with Assertio. Zyla's

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board of directors reviewed the developments in the negotiations with Assertio, including the terms of the draft merger agreement and the changes to the document since the last meeting of Zyla's board of directors. Among the changes discussed was the inclusion of a minimum cash condition for Assertio. Following a lengthy and detailed discussion, Zyla's board of directors instructed the members of Zyla's senior management and representatives of Dechert and MTS to finalize remaining issues with respect to terms and conditions of the merger agreement. Zyla's board of directors determined to adjourn the meeting until the morning of March 16, 2020 to allow for the negotiations on this issue and issues under the form of First Supplemental Indenture to progress. Following the adjournment of the meeting, Zyla and its advisors contacted Assertio and Gibson Dunn to continue to negotiate the merger agreement and related documents.

        On the morning of March 16, 2020, Zyla's board of directors reconvened the special meeting, at which members of Zyla's senior management and representatives of Dechert and MTS attended. Zyla's board of directors reviewed discussions with Assertio and Gibson Dunn regarding the terms and conditions of the merger agreement. Dechert noted that the minimum cash condition was still subject to negotiation between the parties. MTS delivered to Zyla's board of directors an oral opinion that the merger consideration was fair, from a financial point of view, to the holders of Zyla Common Stock (other than dissenting shares and shares of stock held in Zyla's treasury or by Assertio) and indicated that, subject to review of definitive documentation, it expected that it would be able to confirm such oral opinion in writing. MTS' opinion is more fully described below under the caption "—Opinion of Zyla's Financial Advisor" and the full text of the written opinion of MTS, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, is attached as Annex C hereto. Following discussion, Zyla's board of directors authorized the appropriate officers of Zyla to continue to negotiate the minimum cash condition within certain parameters prescribed by Zyla's board of directors. Conditioned upon resolution of the minimum cash condition as instructed by Zyla's board of directors, Zyla's board of directors, with Messrs. Smith and Holmes abstaining due to their interests previously disclosed to Zyla's board of directors (1) approved and declared advisable the proposed merger agreement, the Merger and the other transactions contemplated by the merger agreement, (2) declared that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the Merger, on the terms and subject to the conditions set forth therein, are in the best interests of the stockholders of Zyla and (3) approved the First Supplemental Indenture.

        Also on the morning of March 16, 2020, the Assertio Board met via teleconference, with senior members of Assertio's management and representatives of Stifel and Gibson Dunn participating by invitation. A representative of Gibson Dunn reviewed (1) the material terms of the merger agreement, the First Supplemental Indenture and Mr. Higgins' transition agreement and (2) the fiduciary duties of the Assertio Board and the legal standards applicable to the Assertio Board's consideration of the proposed combination with Zyla. The Assertio Board then discussed their duties with Gibson Dunn. Stifel then reviewed their financial analyses of the aggregate Merger Consideration to be paid by Assertio Holdings pursuant to the Merger Agreement, and delivered to the Assertio Board its oral opinion, subsequently confirmed by delivery of its written opinion, dated March 16, 2020, that, as of the date of its opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken, and the qualifications set forth in its opinion, the aggregate merger consideration to be paid by Assertio Holdings to holders of Zyla Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to Assertio. Stifel's opinion is more fully described below under the caption "—Opinion of Assertio's Financial Advisor" and the full text of the written opinion of Stifel, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, in attached as Annex B hereto. Following discussion, the Assertio Board (1) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, (2) declared that the terms of the merger agreement and the transactions contemplated by

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the merger agreement, including the merger, on the terms and subject to the conditions set forth therein, are in the best interests of the stockholders of Assertio and (3) approved the First Supplemental Indenture, the voting and support agreements and Mr. Higgins' transition agreement.

        Later on March 16, 2020, Zyla and Assertio and their respective legal advisors reached consensus on a minimum cash closing condition of $25 million. Zyla's board of directors met to consider the proposed final form of the merger agreement that included the proposed revised minimum closing condition. Following careful consideration of the proposed merger agreement as revised and the transactions contemplated by those agreements, with Messrs. Smith and Holmes abstaining due to their interests previously disclosed to Zyla's board of directors, Zyla's board of directors: (1) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (2) declared that the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth therein, are in the best interests of the stockholders of Zyla. With Messrs. Smith and Holmes abstaining, Zyla's board of directors resolved to recommend that Zyla's stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

        After Zyla received executed consents from the holders of the Zyla Secured Notes and Assertio received executed voting and support agreements from CRG and other significant Zyla stockholders and related documentation, Zyla and Assertio, along with relevant subsidiaries of Assertio, executed and delivered the Merger Agreement. The terms of the Merger Agreement are more fully described in the section entitled "The Agreement and Plan of Merger" beginning on page 161.

        Following the close of trading on Nasdaq on March 16, 2020, Assertio and Zyla issued a joint press release publicly announcing the parties' entry into the Merger Agreement.

Assertio's Reasons for the Merger and the Share Issuance

        In reaching its decision to approve entering into the Merger Agreement and recommending the approval of the issuance of shares of Assertio Holdings Common Stock in the Merger by the Assertio stockholders, the Assertio board of directors consulted with management and Assertio's financial and legal advisors and considered a variety of factors with respect to the Merger, including the following (which are not in any relative order of importance):

Positive considerations:

    the Assertio board of directors' review of the business, operations, financial condition, earnings and prospects of both Assertio and Zyla and consensus that the terms of the Merger Agreement are fair to, and in the best interest of, Assertio;

    the Assertio board of directors' belief that combining Assertio with Zyla would establish the largest portfolio of branded NSAIDs in the United States, significantly enhancing the competitive position of the combined company by providing increased scale and broader commercial reach, and providing opportunities to expand into new therapeutic areas;

    the Assertio board of directors' consideration of the potential synergies of at least $40 million annually resulting from the transaction (in addition to Assertio's previously announced $15 million in annual acceleration of cost savings initiatives), and the anticipated increase in salesforce productivity from complementary call points of Assertio and Zyla;

    the Assertio board of directors' expectation that the combined company will have a stronger financial position than Assertio on a stand-alone basis, with attractive pro forma revenues, 2020 non-GAAP adjusted EBITDA margin expected to be greater than 25% and anticipated 2020 debt to EBITDA leverage of two times;

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    the Assertio board of directors' belief that the changes made to Zyla's debt will provide the combined company with sufficient operating flexibility;

    the Assertio board of directors' consideration of the financial analyses made by Stifel with respect to the consideration to be paid in the Merger and the Merger and Stifel Opinion to the Assertio board of directors that, as of the date of the Stifel Opinion and based upon and subject to the assumptions made, matters considered and limits of review undertaken by Stifel, the aggregate number of shares of Assertio Holdings Common Stock to be issued by Assertio Holdings in the Merger upon the conversion of outstanding shares of Zyla Common Stock pursuant to the Merger was fair, from a financial point of view, to Assertio;

    the Assertio board of directors' belief, following the recent divestitures of Gralise and the NUCYNTA franchise of products, that the Merger will "right size" the company and mitigate against risks as a stand-alone company;

    the Assertio board of directors' view that the Merger will better position Assertio to benefit from specialty pharmaceutical market conditions, including opportunities for additional company and product acquisitions;

    the fact that, upon completion of the transactions, the nine person board of directors of Assertio Holdings will include six directors designated by Assertio, thereby allowing the combined company to benefit from the experience of Assertio's current directors, and the proposed Zyla director nominees who have significant pharmaceutical industry experience;

    the support of the transactions by certain Zyla stockholders who have entered into the voting and support agreement, pursuant to which, among other things, such Zyla stockholders representing approximately 54% of the total number of shares of Zyla common stock (which may be limited to 35% in certain circumstances) have granted to Assertio (and its designee) irrevocable proxies to vote their shares of Zyla common stock in favor of the Merger and against any Acquisition Proposals (as defined in the Merger Agreement);

    the Assertio board of directors' consideration of the structure of the transaction as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or a transaction governed by Section 351 of the Internal Revenue Code, as discussed under the "—Material U.S. Federal Income Tax Consequences of the Mergers"; and

    the scope and results of Assertio's due diligence investigation of Zyla, which included a review of historical financial results and projections, existing agreements and legal and other matters.

Negative considerations:

    the Assertio board of directors' consideration of the possibility that the Merger might not be consummated;

    the Assertio board of directors' consideration of the challenges inherent in the combination of two business enterprises, including the risk that the potential benefits and synergies sought in the transactions will not be realized or will not be realized within the expected time period and the other risks and uncertainties that could adversely affect the combined company's operating results;

    the Assertio board of directors' consideration of the potential for diversion of management focus and the possible effects of the announcement and pendency of the transactions on customers and business relationships;

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    the Assertio board of directors' consideration of the changes in management, including that Arthur Higgins would not continue to serve as the Chief Executive Officer of the combined company after the Merger;

    the Assertio board of directors' consideration of the complexities and administrative burden and costs associated with the transactions, including the need to observe and respect the corporate separateness of Assertio Therapeutics and Zyla as subsidiaries of Assertio Holdings after the closing of the Merger;

    the Assertio board of directors' consideration of the risk that because the exchange ratio related to the consideration to be paid to Zyla stockholders is fixed, the aggregate value of the consideration to be paid by Assertio could increase between the signing of the Merger Agreement and the closing if Assertio's stock price increases;

    the Assertio board of directors' consideration of the fact that Assertio shareholders will have a smaller ongoing equity participation in the combined company (and, as a result, a smaller opportunity to participate in any future earnings or growth of the combined company and future appreciation in the value of Assertio Common Stock following the Merger) than they have currently;

    the possibility of non-consummation of the transactions and the potential consequences of non-consummation, including the potential negative impact on Assertio, its business and the trading price of shares of Assertio's common stock;

    the risk that Assertio and Zyla might not meet their respective financial projections;

    certain terms of the transaction agreements, including the restrictions on the conduct of Assertio's business until the consummation of the transactions (or the termination of the Merger Agreement), which may delay or prevent Assertio from undertaking business opportunities that may arise or negatively affect Assertio's ability to operate its business;

    the Assertio board of directors' consideration that the assumption of Zyla's debt could reduce Assertio's financial flexibility;

    the Assertio board of directors' consideration of the risks associated with Zyla's commercialization of the opioid Oxaydo; and

    the Assertio board of directors' consideration of other risks to which the Merger and Assertio's and Zyla's respective businesses are subject, as described above under "Risk Factors."

        The foregoing discussion of the factors considered by the Assertio board of directors in making its decision is not exhaustive, but includes all the material factors considered by the Assertio board of directors. In view of the variety of material factors considered in connection with its evaluation of the Merger, the Assertio board of directors did not find it practicable to, and did not, quantify or otherwise assign relative or specific weight to any of these factors, and individual directors may have given different weight to different factors. Rather, the Assertio board of directors made its determination based on the totality of the information presented to it.

        The above explanation of the Assertio board of directors' considerations relating to the Merger is forward-looking in nature. This information should be read in light of the factors discussed above under "Cautionary Statement Regarding Forward-Looking Statements."

Zyla's Reasons for the Merger

        In the course of its evaluation of the Merger and the Merger Agreement, Zyla's board of directors held numerous meetings, consulted with Zyla's senior management, legal counsel and financial advisors, and reviewed and assessed a significant amount of information and, in reaching its decision to approve

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the Merger and the other transactions contemplated by the Merger Agreement, Zyla's board of directors considered a number of factors (which are not in any relative order of importance) and a substantial amount of information, including the following:

    Relative Liquidity Available to Assertio.  Zyla's limited cash reserves and the risks of not having sufficient cash flow to continue to service its substantial outstanding indebtedness compared to Assertio's substantial cash liquidity, including Assertio's cash balance of approximately $40.0 million as of December 31, 2019, which carried the potential for the combined company to pay off and service outstanding indebtedness as well as invest in future growth for the benefit of stockholders;

    Need for Additional Revenue Generating Products.  The potential for revenue from Assertio's products to supplement potentially declining revenue from certain of Zyla's existing products due to the increasing generic competition as well as diversifying the risk of Zyla's existing portfolio of products;

    Premium to Trading Price of Zyla Common Stock.  Holders of Zyla Common Stock will be entitled to receive 2.5 shares of Assertio Holdings Common Stock for each share of Zyla Common Stock they own immediately prior to the Effective Time. The Exchange Ratio represented an equity value of $2.31 per share of Zyla Common Stock, based on the Assertio volume weighted average share price over the last 10 trading days prior to the signing of the Merger Agreement, which was a premium of approximately 71% to Zyla Common Stock closing price of $1.35 per share on March 12, 2020;

    Increased Liquidity in Assertio Holdings Stock.  The currently limited trading market in Zyla Common Stock and the increased liquidity that may be available to Zyla's stockholders through receipt of the shares of Assertio Holdings Common Stock that will be traded on Nasdaq, as well as the ability to access institutional investors who may otherwise be unable to invest in an OTC-traded company;

    Participation in Potential Upside.  The consideration in the Merger will consist entirely of shares of Assertio Holdings Common Stock. Zyla stockholders will own approximately 32% of the outstanding Assertio Holdings Common Stock calculated on a fully-diluted basis (treasury-stock method) following the completion of the Merger and will have an opportunity to participate in any future earnings and the growth of the combined company, including potential synergies, and any future appreciation in the value of Assertio Holdings Common Stock following the Merger;

    Synergy Potential.  The synergy potential of the combined company, in particular with respect to sales and marketing, with expected synergies of approximately $40.0 million annually, as estimated by Assertio's and Zyla's management, creates a more profitable business and the potential for upside for Zyla's Stockholders;

    Familiarity with Zyla's and Assertio's Businesses and Financial Condition.  Zyla's board of directors' knowledge of Zyla's business, financial condition, results of operations and prospects, as well as its knowledge of Assertio's business, financial condition, results of operations and prospects, taking into account the results of Zyla's due diligence review of Assertio. Zyla's board of directors also considered its knowledge of the current and prospective market environment in which Zyla and Assertio operate;

    Consideration of Alternatives.  Zyla's board of directors' review of strategic alternatives and opportunities available to Zyla, including the risks and benefits of continuing to operate as an independent public company in its current configuration, pursuing acquisitions or licensing transactions as an independent public company and pursuing alternative strategic transactions, including the discussions that Zyla's management, Zyla's representatives and Zyla's board of directors had in 2019 with other potential strategic transaction candidates;

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    Negotiations with Assertio.  The benefits that Zyla and its advisors were able to obtain during its negotiations with Assertio, including an increase in Assertio's offer price per share from the beginning of the process to the end of the negotiations and generally improving the contract terms relating to transaction certainty. Zyla's board of directors believed that there was no assurance that a more favorable strategic opportunity would arise later or through any alternative transaction, and the terms and consideration reflected in the Merger Agreement was the best transaction that could be obtained by Zyla stockholders from Assertio at the time;

    Financial Projections.  The financial projections prepared by Zyla's senior management for Zyla as a standalone company through 2024 and the financial projections prepared by Assertio management for Assertio as a standalone company through 2024, in each case, as summarized under "The Merger—Certain Unaudited Projections of Assertio" and "The Merger—Certain Unaudited Projections of Zyla" beginning on page 106 and 109, respectively;

    Financial Advisor Opinion.  The financial presentation of MTS and its opinion to Zyla's board of directors to the effect that, as of the date of its opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Zyla's opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of Zyla Common Stock, as more fully described under the caption "The Merger—Opinion of Zyla Financial Advisor" beginning on page 123;

    Terms of the Merger Agreement.  Zyla's board of directors reviewed and considered the terms of the Merger Agreement, including the parties' respective representations, warranties and covenants, and the conditions to their respective obligations to consummate the Merger. See the section titled "The Agreement and Plan of Merger" beginning on page 161 for a detailed discussion of the terms and conditions of the Merger Agreement. In particular, Zyla's board of directors considered the following:

    Merger Consideration.    The fixed exchange ratio of 2.5 shares of Assertio Holdings Common Stock for each share of Zyla Common Stock, by its nature, would not adjust upwards to compensate for declines, or downwards to compensate for increases, in Assertio's stock price prior to completion of the Merger;

    Conditions to Closing of the Merger; Support Agreements.    The limited number and nature of the conditions to the parties' obligations to complete the Merger and the belief of Zyla's board of directors of the likelihood of satisfying such conditions in light of the parties' obligations to use reasonable best efforts to consummate and make effective, and to satisfy the conditions to, the transactions contemplated by the Merger Agreement and the likelihood that the Merger Agreement will be adopted by holders of Zyla Common Stock due to the fact that registered holders of the outstanding shares of Zyla Common Stock as of the date of the Merger Agreement entered into support agreements obligating them to vote the respective percentages of the shares of Zyla Common Stock set forth in the agreements in favor of adoption of the Merger Agreement at the Zyla Special Meeting, which covered approximately 54% of the outstanding shares of Zyla Common Stock as of March 16, 2020;

    Ability to Change Recommendation to Zyla Stockholders.    Zyla's board of directors considered the provisions in the Merger Agreement that provide for the ability of Zyla's board of directors to withdraw or modify its recommendation that holders of Zyla Common Stock adopt the Merger Agreement:

    following the receipt of an alternative acquisition proposal that Zyla's board of directors determines in good faith (after consultation with its outside counsel and its financial advisor) constitutes or would be reasonably likely to lead to a superior

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          proposal (as defined in the section entitled "The Agreement and Plan of Merger—Restrictions on Zyla's Solicitations of Acquisition Proposals" beginning on page 170), subject to certain restrictions imposed by the Merger Agreement, including that Zyla's board of directors shall have determined in good faith (after consultation with its outside counsel) that the failure to take such action would reasonably be expected to constitute a breach by Zyla's board of directors of its fiduciary duties to the stockholders of Zyla under applicable law and that Assertio shall have been given an opportunity to match the superior proposal; or

        in response to an intervening event (as defined in the section entitled "The Agreement and Plan of Merger—Restrictions on Zyla's Solicitations of Acquisition Proposals" beginning on page 170), subject to certain restrictions imposed by the Merger Agreement, including that Zyla's board of directors shall have determined in good faith (after consultation with its outside counsel) that the failure to take such action would constitute a breach by Zyla's board of directors of its fiduciary duties to the stockholders of Zyla under applicable law and provided Assertio with prior notice of its intention to take such action;

      In addition, Zyla's board of directors considered the provisions of each of the support agreements (other than the support agreement with CRG) that provide that the support agreement will terminate if Zyla's board of directors changes its recommendation in connection with Zyla's board of directors' determination that an intervening event has occurred or with respect to a superior proposal;

      Anticipated Tax Treatment.    For U.S. federal income tax purposes, it is intended that either (i) each of the Assertio Reorganization (together with Assertio LLC Conversion, if any) and Merger (together with the Zyla LLC Conversion, if any) qualifies as a reorganization within the meaning of Section 368(a) of the Code or (ii) the Merger, together with the Assertio Reorganization and the Zyla LLC Conversion, if any, qualifies as part of a transaction governed by Section 351(a) of the Code;

    Termination Fee Payable by Zyla.  Zyla's board of directors considered that, in its view, the $3.4 million termination fee that could become payable by Zyla pursuant to the Merger Agreement was reasonable, would likely not deter alternative acquisition proposals and would likely not be required to be paid unless Zyla's board of directors entered into an agreement providing for a transaction that would be more favorable to the Zyla stockholders than the transactions contemplated by the Merger Agreement;

    Zyla Expense Reimbursement If Assertio Stockholders Do Not Approve the Merger.  If the Merger Agreement is terminated by Assertio or Zyla as a result of Assertio's failure to obtain the requisite Assertio stockholder approval, then Assertio would be required to reimburse Zyla's reasonable, documented out-of-pocket expenses incurred on the transaction up to $1.75 million as further discussed under "The Agreement and Plan of Merger—Fees and Expenses Payable If the Merger Agreement Is Terminated" beginning on page 176;

    Registered Shares.  Shares of Assertio Holdings to be issued to Zyla stockholders will be registered on a Form S-4 registration statement and will become freely tradeable; and

    Availability of Appraisal Rights for Zyla Stockholders.  Holders of Zyla Common Stock who comply with the required procedures under the DGCL would be allowed to seek appraisal of the fair value of their shares of Zyla Common Stock as determined by the Delaware Court of Chancery, as further discussed under "Appraisal Rights and Dissenters' Rights of Zyla Stockholders" on page 151.

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        In the course of its deliberations, Zyla's board of directors also considered a variety of risks and other countervailing factors related to the Merger, including:

    the fact that the Exchange Ratio is fixed and will not be adjusted on the closing date based on the relative market values of shares of Zyla Common Stock or Assertio Holdings Common Stock, which means that the market value of the Merger Consideration or the premium received by Zyla stockholders could decrease prior to the Effective Time;

    the fact that Zyla stockholders will be sharing participation of Zyla's upside with Assertio stockholders as part of the combined company;

    the fact that forecasts of future results of operations and synergies are estimates based on assumptions that may not be realized within the expected time frame or at all;

    the fact that Zyla stockholders would be subject to future financial, business and operational risks associated with the combined company if they retained the shares of Assertio Holdings Common Stock they receive as Merger Consideration following the Effective Time, including risks related to the implementation of the combined company's business plan and strategy, the combined company's ability to realize the anticipated benefits of the Merger on the timeline expected, or at all, litigation and contingent liabilities of Assertio (including the opioid-related investigations and litigation) that may adversely impact the combined company and its businesses, and the integration of Zyla's business with Assertio's business in an efficient and cost effective manner. Zyla's board of directors considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Merger to the extent Zyla stockholders retain the shares of Assertio Holdings Common Stock received as Merger Consideration following the closing of the Merger;

    the possible volatility, at least in the short term, of the trading price of Zyla Common Stock resulting from the announcement of the Merger;

    the risk of the coronavirus pandemic making it more difficult for Assertio and Zyla to consummate the Merger, including increased difficulty in obtaining sufficient votes for the recommended proposals and other logistical challenges;

    the potential effect of the Merger on Zyla's business and relationships with employees, suppliers, and other business partners;

    the terms of the Merger Agreement, including covenants relating to (i) the two companies' conduct of their respective businesses during the period between the signing of the Merger Agreement and the completion of the Merger, including the requirement that the two companies' conduct business only in the ordinary course, subject to specific exceptions and (ii) the restrictions on Zyla's ability to solicit alternative transaction proposals;

    the fact that Zyla may become obligated to pay Assertio a termination fee of $3.4 million in certain circumstances as further discussed under "The Agreement and Plan of Merger—Fees and Expenses Payable If the Merger Agreement Is Terminated," which could potentially deter a potential acquirer from proposing an alternative transaction that may provide value to Zyla stockholders superior to that of the proposed Merger;

    the potential for litigation relating to the proposed Merger and the associated costs, burden and inconvenience involved in defending those proceedings;

    the substantial expenses to be incurred in connection with the Merger, including the substantial costs of integrating the businesses of Zyla and Assertio, as well as the transaction expenses arising from the Merger;

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    the risk that the Merger might not be consummated in a timely manner or at all and the potential adverse effect of the public announcement of the Merger or of the delay or failure to complete the Merger on the reputation of Zyla;

    the risk to the business of Zyla, operations and financial results in the event that the Merger is not consummated; and

    various other risks associated with the combined company and the Merger, including those described in the sections titled "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements."

        Zyla's board of directors also was apprised of certain interests in the Merger of Zyla's directors and executive officers that may be different from, or in addition to, the interests of Zyla's stockholders generally as discussed in "The Merger—Interests of Zyla's Directors and Officers in the Merger." beginning on page 138.

        The foregoing information and factors considered by Zyla's board of directors are not intended to be exhaustive but are believed to include all of the material factors considered by Zyla's board of directors. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, Zyla's board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of Zyla's board of directors may have given different weight to different factors. Zyla's board of directors conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, the Zyla management team and the legal and financial advisors of Zyla, and considered the factors overall to be favorable to, and to support, its determination.

        This explanation of Zyla's board of directors' reasons for recommending the adoption of the Merger Agreement and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section titled "Cautionary Statement Regarding Forward-Looking Statements."

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Certain Unaudited Projections of Assertio

        Assertio's management had prepared base case projections regarding Assertio's future operations for the calendar years 2020 through 2024 (the "Assertio Base Case Projections"). In connection with the proposed merger, Assertio prepared two additional sets of projections: (i) the Zyla projections provided by Zyla management and adjusted by Assertio management (the "Assertio Management-Adjusted Zyla Projections"), and (ii) pro forma projections regarding Assertio and Zyla's combined future operations for the calendar years 2021 through 2024 based on the Assertio Base Case Projections and the Assertio Management-Adjusted Zyla Projections (the "Assertio Pro Forma Projections", together with the Assertio Base Case Projections, and the Assertio Management-Adjusted Zyla Projections, the "Assertio Management Projections").

        The financial information concerning Assertio's forecast set forth below is included in this joint proxy statement/prospectus only because it was made available by Assertio's management either (1) to the Assertio Board for the purpose of evaluating the merger, (2) to Assertio's financial advisor, Stifel, for its use and reliance in connection with its financial analyses and opinion to the Assertio Board as described in the section "Opinion of Assertio's Financial Advisor" and (3) to Zyla and its advisors in connection with their review of Assertio, and such information may not be appropriate for other purposes.

        At their respective times of preparation, the Assertio Management Projections were preliminary estimates and did not reflect Assertio's normal quarterly or annual review procedures. There was not any assurance (and there remains no assurance) that the actual final results of the relevant periods would not differ from the estimates of the Assertio Management Projections, and any such differences could be material. While presented with numerical specificity, the Assertio Management Projections reflect numerous judgments, estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Assertio's and Zyla's businesses, all of which are inherently subjective, uncertain and difficult to predict and many of which are beyond Assertio's control. As such, the Assertio Management Projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted, including risks and uncertainties relating to Assertio's and Zyla's businesses (including their ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the Covid-19 pandemic, general business and economic conditions, the merger, the business of the combined company, and other factors described in this Joint Proxy Statement/Prospectus. Please see the sections entitled "Special Note Regarding Forward-Looking Statements" and "Risk Factors". The Assertio Management Projections also reflect numerous variables, expectations and assumptions available at the time that they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Assertio Management Projections.

        There can be no assurance that the projected results will be realized or that actual results will not be significantly different than projected. Assertio's ability to forecast its results has been limited and, accordingly, the inclusion of a summary of the Assertio Management Projections in this Joint Proxy Statement/Prospectus should not be regarded as an indication that any of Assertio, Zyla or their respective officers, directors, employees, affiliates, advisors or representatives considered the Assertio Management Projections to be necessarily achievable or predictive of any actual future events, and the Assertio Management Projections should not be relied upon as such nor should the information contained in the Assertio Management Projections be considered appropriate for other purposes. None of Assertio, Zyla or their respective officers, directors, employees, affiliates, advisors or representatives can give you any assurance that actual results will not differ materially from the Assertio Management Projections, and Assertio does not undertake any obligation to update or otherwise revise or reconcile the Assertio Management Projections to reflect circumstances existing after the date the Assertio Management Projections were generated or to reflect the occurrence of future events, even in the event

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that any or all of the assumptions underlying these forecasts are shown to be inappropriate. Since the forecasts cover multiple years, such information by its nature becomes less meaningful and predictive with each successive year. None of Assertio or its officers, directors, employees, affiliates, advisors, or representatives has made or makes any representation to any shareholder or other person regarding Assertio's or Zyla's ultimate performance compared to the information contained in the Assertio Management Projections or that the forecasted results will be achieved. Assertio has made no representation to Zyla, in the merger agreement or otherwise, concerning the Assertio Management Projections.

        The Assertio Management Projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger, or any events related to COVID-19. The Assertio Management Projections do not take into account the effect of any failure to occur of the merger and should not be viewed in that context.

        The Assertio Management Projections were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles or the published guidelines of the SEC regarding forecasts for preparation and presentation of prospective financial information but, in the view of Assertio's management, were prepared on a reasonable basis. The Assertio Management Projections were prepared by, and are the responsibility of, Assertio's management. Neither Assertio's independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the following Assertio Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Assertio Management Projections. This information is not factual and should not be relied upon as being necessarily indicative of actual future results, and readers of this document are urged not to place undue reliance on the prospective financial information set forth below. The report of Ernst & Young LLP incorporated by reference in this Joint Proxy Statement/Prospectus relates to Assertio's previously issued financial statements. It does not extend to the Assertio Management Projections and should not be read to do so.

        The inclusion of the Assertio Management Projections is not deemed an admission or representation by Assertio that the Assertio Management Projections are viewed by Assertio as material information of Assertio. The Assertio Management Projections are not included in this proxy statement/prospectus in order to induce any Assertio shareholder to approve the Assertio merger proposal.

        In light of the foregoing factors and uncertainties inherent in financial projections, shareholders are cautioned not to place undue reliance, if any, on the Assertio Management Projections.

        ASSERTIO DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ASSERTIO MANAGEMENT PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE INAPPROPRIATE, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS.

        The Assertio Management Projections include certain non-GAAP financial measures, including EBIT. Non-GAAP financial measures should not be considered in isolation from, or a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Assertio management in preparing the Assertio Management Projections may not be comparable to similarly titled amounts used by other companies. Assertio has not provided a reconciliation of GAAP financial measures to non-GAAP financial measures, due to the uncertainty and variability of the nature and amount of future charges and costs. Accordingly, such a reconciliation is not available without unreasonable effort.

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        Subject to the foregoing qualifications, the following is a selected summary of the Assertio Management Projections:

Assertio Management Base Case Projections

(in millions)
  2020E   2021E   2022E   2023E   2024E  

Net Revenue(1)

  $ 60   $ 51   $ 48   $ 40   $ 44  

Gross Profit(2)

  $ 55   $ 47   $ 43   $ 36   $ 39  

EBIT(3)

  $ (40 ) $ (26 ) $ (14 ) $ (14 ) $ (6 )

(1)
Net revenue consists of gross revenue less pricing adjustments.

(2)
Gross Profit consists of net revenue less cost of goods sold.

(3)
EBIT consists of gross profit less general & administrative expenses, sales & marketing expenses, research & development expenses, depreciation & amortization, restructuring and stock-based compensation.

Assertio Management-Adjusted Zyla Projections

(in millions)
  2020E   2021E   2022E   2023E   2024E  

Net Revenue(1)

  $ 89   $ 104   $ 104   $ 94   $ 92  

Gross Profit(2)

  $ 73   $ 87   $ 86   $ 72   $ 69  

EBIT(3)

  $ (5 ) $ 8   $ 7   $ (0 ) $ (2 )

(1)
Net revenue consists of gross revenue less pricing adjustments.

(2)
Gross Profit consists of net revenue less cost of goods sold.

(3)
EBIT consists of gross profit less general & administrative expenses, sales & marketing expenses, research & development expenses, depreciation & amortization, restructuring and stock-based compensation.

Assertio Pro Forma Projections

(in millions)
  2021E   2022E   2023E   2024E  

Net Revenue(1)

  $ 162   $ 159   $ 141   $ 143  

Gross Profit(2)

  $ 139   $ 135   $ 115   $ 115  

EBIT(3)

  $ 5   $ 11   $ 9   $ 14  

(1)
Net revenue consists of gross revenue less pricing adjustments.

(2)
Gross Profit consists of net revenue less cost of goods sold.

(3)
EBIT consists of gross profit less general & administrative expenses, sales & marketing expenses, research & development expenses, depreciation & amortization, restructuring and stock-based compensation.

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Certain Unaudited Projections of Zyla

        Zyla historically has publicly made available its management objectives for the current fiscal year, but has been cautious of issuing management objectives or making forecasts or projections for longer periods given the unpredictability of the underlying assumptions and estimates and lack of long-term visibility. Zyla's management had prepared projections regarding Zyla's future operations for the calendar years 2020 through 2023 (the "Zyla Original Case Projections"). In connection with the proposed merger, Zyla Management, with the assistance of MTS, prepared four additional sets of projections: (i) the Zyla Original Case Projections extended through 2024 and assuming generic competition starting in 2022 (the "Zyla Base Case Projections"), (ii) the Zyla Original Case Projections extended through 2024 but assuming generic competition starting in 2024 (the "Zyla Optimistic Case Projections"), (iii) the Assertio projections provided by Assertio management and adjusted by Zyla management (the "Zyla Management-Adjusted Assertio Projections"), and (iv) pro forma projections regarding Zyla and Assertio's combined future operations for the calendar years 2020 through 2024 based on the Zyla Base Case Projections and the Zyla Management-Adjusted Assertio Projections (the "Zyla Pro Forma Projections", together with the Zyla Original Case Projections, the Zyla Optimistic Case Projections and the Zyla Management-Adjusted Assertio Projections, the "Zyla Management Projections").

        The financial information concerning Zyla's forecast set forth below is included in this joint proxy statement/prospectus only because it was made available by Zyla's management either (1) to Zyla's board of directors for the purpose of evaluating the merger, or (2) to Zyla's financial advisor, MTS, for its use and reliance in connection with its financial analyses and opinion to Zyla's board of directors as described in the section "Opinion of Zyla's Financial Advisor" or (3) to Assertio and its advisors in connection with their review of Zyla, and such information may not be appropriate for other purposes.

        At their respective times of preparation, the Zyla Management Projections were preliminary estimates and did not reflect Zyla's normal quarterly or annual review procedures. There was not any assurance (and there remains no assurance) that the actual final results of the relevant periods would not differ from the estimates of the Zyla Management Projections, and any such differences could be material. While presented with numerical specificity, the Zyla Management Projections reflect numerous judgments, estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Zyla's business, all of which are inherently subjective, uncertain and difficult to predict and many of which are beyond Zyla's control. As such, the Zyla Management Projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted, including risks and uncertainties relating to Zyla's business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the COVID-19 pandemic, general business and economic conditions, the merger, the business of the combined company, and other factors described in this Joint Proxy Statement/Prospectus. Please see the sections entitled "Special Note Regarding Forward-Looking Statements" and "Risk Factors". The Zyla Management Projections also reflect numerous variables, expectations and assumptions available at the time that they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the Zyla Management Projections.

        There can be no assurance that the projected results will be realized or that actual results will not be significantly different than projected. Zyla's ability to forecast its results has been limited and, accordingly, the inclusion of a summary of the Zyla Management Projections in this Joint Proxy Statement/Prospectus should not be regarded as an indication that any of Zyla, Assertio or their respective officers, directors, employees, affiliates, advisors or representatives considered the Zyla Management Projections to be necessarily achievable or predictive of any actual future events, and the Zyla Management Projections should not be relied upon as such nor should the information contained

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in the Zyla Management Projections be considered appropriate for other purposes. None of Zyla, Assertio or their respective officers, directors, employees, affiliates, advisors or representatives can give you any assurance that actual results will not differ materially from the Zyla Management Projections, and Zyla does not undertake any obligation to update or otherwise revise or reconcile the Zyla Management Projections to reflect circumstances existing after the date the Zyla Management Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying these forecasts are shown to be inappropriate. Since the forecasts cover multiple years, such information by its nature becomes less meaningful and predictive with each successive year. None of Zyla or its officers, directors, employees, affiliates, advisors, or representatives has made or makes any representation to any shareholder or other person regarding Zyla's ultimate performance compared to the information contained in the Zyla Management Projections or that the forecasted results will be achieved. Zyla has made no representation to Assertio, in the Merger Agreement or otherwise, concerning the Zyla Management Projections.

        The Zyla Management Projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger, or any events related to COVID-19. The Zyla Management Projections do not take into account the effect of any failure of the merger to occur and should not be viewed in that context.

        The Zyla Management Projections were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles or the published guidelines of the SEC regarding forecasts for preparation and presentation of prospective financial information but, in the view of Zyla's management, were prepared on a reasonable basis. The Zyla Management Projections were prepared by, and are the responsibility of, Zyla's management. Neither Zyla's independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the following Zyla Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Zyla Management Projections. This information is not factual and should not be relied upon as being necessarily indicative of actual future results, and readers of this document are urged not to place undue reliance on the prospective financial information set forth below. The report of Ernst & Young LLP included in this Joint Proxy Statement/Prospectus relates to Zyla's previously issued financial statements. It does not extend to the Zyla Management Projections and should not be read to do so.

        The inclusion of the Zyla Management Projections is not deemed an admission or representation by Zyla that the Zyla Management Projections are viewed by Zyla as material information of Zyla or Assertio. The Zyla Management Projections are not included in this proxy statement/prospectus in order to induce any Zyla shareholder to approve the Merger Proposal.

        In light of the foregoing factors and uncertainties inherent in financial projections, shareholders are cautioned not to place undue reliance, if any, on the Zyla Management Projections.

        ZYLA DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ZYLA MANAGEMENT PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE INAPPROPRIATE, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS.

        The Zyla Management Projections include certain non-GAAP financial measures, including EBIT, NOPAT and Unlevered Free Cash Flow. Non-GAAP financial measures should not be considered in isolation from, or a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Zyla management in preparing the Zyla Management

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Projections may not be comparable to similarly titled amounts used by other companies. Zyla has not provided a reconciliation of GAAP financial measures to non-GAAP financial measures, due to the uncertainty and variability of the nature and amount of future charges and costs. Accordingly, such a reconciliation is not available without unreasonable effort.

        Subject to the foregoing qualifications, the following is a selected summary of the Zyla Management Projections:

Zyla Management Original Case Projections

(in millions)
  2020E   2021E   2022E   2023E  

Gross Revenue

  $ 224   $ 224   $ 249   $ 277  

Net Revenue(1)

  $ 109   $ 149   $ 166   $ 184  

Operating Income(2)

  $ 16   $ 53   $ 67   $ 81  

Net Income(3)

  $ 4   $ 38   $ 54   $ 70  

(1)
Net revenue consists of gross revenue less pricing adjustments.

(2)
Operating income consists of net revenue less cost of goods sold, general & administrative expenses, sales & marketing expenses, research & development expenses, depreciation & amortization and stock-based compensation.

(3)
Net income consists of operating income less interest expenses plus proceeds from asset divestitures.

Zyla Management Base Case Projections

(in millions)
  2020E   2021E   2022E   2023E   2024E  

Net Revenue(1)

  $ 109   $ 127   $ 119   $ 133   $ 101  

Gross Profit(2)

  $ 93   $ 112   $ 106   $ 119   $ 90  

EBIT(3)

  $ 16   $ 34   $ 26   $ 37   $ 4  

NOPAT(4)

  $ 16   $ 32   $ 23   $ 31   $ 4  

Unlevered Free Cash Flow(5)

  $ 3   $ 41   $ 34   $ 45   $ 18  

(1)
Net revenue consists of gross revenue less pricing adjustments.

(2)
Gross Profit consists of net revenue less cost of goods sold.

(3)
EBIT consists of gross profit less general & administrative expenses, sales & marketing expenses, research & development expenses, depreciation & amortization and stock-based compensation.

(4)
NOPAT consists of EBIT less taxes.

(5)
Unlevered free cash flow consists of NOPAT plus depreciation & amortization and proceeds from asset divestitures, less Indocin royalty expenses and changes in working capital.

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Zyla Management Optimistic Case Projections

(in millions)
  2020E   2021E   2022E   2023E   2024E  

Net Revenue(1)

  $ 109   $ 149   $ 166   $ 184   $ 73  

Gross Profit(2)

  $ 93   $ 130   $ 147   $ 164   $ 63  

EBIT(3)

  $ 16   $ 53   $ 67   $ 81   $ 4  

NOPAT(4)

  $ 16   $ 47   $ 57   $ 69   $ 4  

Unlevered Free Cash Flow(5)

  $ 3   $ 55   $ 62   $ 73   $ 19  

(1)
Net revenue consists of gross revenue less pricing adjustments.

(2)
Gross Profit consists of net revenue less cost of goods sold.

(3)
EBIT consists of gross profit less general & administrative expenses, sales & marketing expenses, research & development expenses, depreciation & amortization and stock-based compensation

(4)
NOPAT consists of EBIT less taxes.

(5)
Unlevered free cash flow consists of NOPAT plus depreciation & amortization and proceeds from asset divestitures, less Indocin royalty expenses and changes in working capital.

Zyla Management-Adjusted Assertio Projections

(in millions)
  2020E   2021E   2022E   2023E   2024E  

Net Revenue(1)

  $ 57   $ 61   $ 54   $ 56   $ 62  

Gross Profit(2)

  $ 52   $ 56   $ 49   $ 50   $ 55  

EBIT(3)

  $ (14 ) $ (8 ) $ (5 ) $ (4 ) $ (0 )

NOPAT(4)

  $ (14 ) $ (8 ) $ (5 ) $ (4 ) $ (0 )

Unlevered Free Cash Flow(5)

  $ 18   $ 13   $ (3 ) $ (4 ) $ (0 )

(1)
Net revenue consists of gross revenue less pricing adjustments.

(2)
Gross Profit consists of net revenue less cost of goods sold.

(3)
EBIT consists of gross profit less general & administrative expenses, sales & marketing expenses, research & development expenses, depreciation & amortization and stock-based compensation.

(4)
NOPAT consists of EBIT less taxes.

(5)
Unlevered free cash flow consists of NOPAT plus depreciation & amortization and Gralise payments received, less changes in working capital.

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Zyla Pro Forma Projections

(in millions)
  2020E   2021E   2022E   2023E   2024E  

Net Revenue(1)

  $ 166   $ 188   $ 174   $ 189   $ 163  

Gross Profit(2)

  $ 145   $ 168   $ 155   $ 169   $ 145  

EBIT(3)

  $ 25   $ 69   $ 67   $ 79   $ 51  

NOPAT(4)

  $ 24   $ 66   $ 56   $ 62   $ 41  

Unlevered Free Cash Flow(5)

  $ 43   $ 94   $ 66   $ 77   $ 54  

(1)
Net revenue consists of gross revenue less pricing adjustments.

(2)
Gross Profit consists of net revenue less cost of goods sold.

(3)
EBIT consists of gross profit less general & administrative expenses, sales & marketing expenses, research & development expenses, depreciation & amortization and stock-based compensation.

(4)
NOPAT consists of EBIT less income taxes.

(5)
Unlevered free cash flow consists of NOPAT plus depreciation & amortization, proceeds from asset divestitures and Gralise payments received, less Indocin royalty expenses and changes in working capital.

Opinion of Assertio's Financial Advisor

        Assertio engaged Stifel to act as its financial advisor in connection with the Merger. On March 16, 2020, Stifel delivered to the Assertio Board its oral opinion, subsequently confirmed in writing by delivery of a written opinion dated March 16, 2020 (the "Stifel Opinion"), that, as of that date and based upon and subject to the various limitations, matters, qualifications and assumptions set forth therein, the aggregate number of shares of Assertio Holdings Common Stock to be issued by Assertio Holdings in the Merger upon the conversion of outstanding shares of Zyla Common Stock to holders of shares of Zyla Common Stock pursuant to the Merger Agreement was fair to Assertio, from a financial point of view.

        Assertio did not impose any limitations on Stifel with respect to the investigations made or procedures followed in rendering the Stifel Opinion. In selecting Stifel, the Assertio Board considered, among other things, the fact that Stifel is a reputable investment banking firm with substantial experience advising companies in the healthcare and specialty pharmaceutical sectors and in providing strategic advisory services in general. Stifel, as part of its investment banking business, is regularly engaged in the independent valuation of businesses and securities in connection with mergers, acquisitions, underwritings, sales and distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. In the ordinary course of business, Stifel and its clients may transact in the equity securities of Assertio and Zyla and may at any time hold a long or short position in such securities.

        The full text of the written Stifel Opinion that Stifel delivered to the Assertio Board is attached to this Joint Proxy/Prospectus as Annex B and is incorporated into this document by reference. The summary of the Stifel Opinion set forth in this Registration Statement is qualified in its entirety by reference to the full text of the Stifel Opinion. Assertio stockholders are urged to read the Opinion carefully and in its entirety for a discussion of the assumptions made, procedures followed, matters considered and limits of the review undertaken by Stifel in connection with the Stifel Opinion.

        The Stifel Opinion was for the information of, and directed to, the Assertio Board for its information and assistance in connection with its consideration of the financial terms of the Merger. The Stifel Opinion did not constitute a recommendation to the Assertio Board or any other person as

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to how the Assertio Board or any other person should vote or otherwise act with respect to the Merger or any other matter, or to any stockholder of Assertio Therapeutics, Assertio Holdings or Zyla as to how any such stockholder should vote or act with respect to the Merger or any other matter, or whether or not any stockholder of Assertio, Assertio Holdings or Zyla should enter into a voting, stockholders' or affiliates' agreement with respect to the Merger or exercise any dissenters', appraisal or similar rights that may be available to such stockholder. In addition, the Stifel Opinion did not compare the relative merits of the Merger with any other alternative transactions or business strategies which may have been available to Assertio or Assertio Holdings and did not address the underlying business decision of the Assertio Board, Assertio Therapeutics or Assertio Holdings to proceed with or effect the Merger.

        In connection with the Stifel Opinion, Stifel, among other things:

    reviewed the financial terms contained in a draft dated March 15, 2020 of the Merger Agreement;

    reviewed certain publicly available financial and other information for Assertio and Zyla, respectively, and certain other relevant financial and operating data of Assertio and Zyla furnished to Stifel by the management of Assertio and Zyla, respectively, and utilized per the instruction of Assertio;

    reviewed and analyzed certain relevant historical financial and operating data concerning Assertio and Zyla furnished to Stifel by the management of Assertio and Zyla, respectively, and utilized per the instruction of Assertio;

    reviewed and analyzed certain internal financial analyses, financial projections, reports and other information concerning Assertio and Zyla prepared by the management of Assertio, including projections for each of Assertio and Zyla provided by the management of Assertio (the "Assertio Projections" and the "Zyla Projections," respectively), and utilized per instruction of Assertio;

    reviewed pro forma projections for Assertio and Zyla giving effect to the Merger (the "Pro Forma Projections"), provided to Stifel by the management of Assertio, and utilized per instruction of Assertio;

    discussed with certain members of the management of Assertio the historical and current business operations, financial condition and prospects of Assertio and Zyla and such other matters as Stifel deemed relevant;

    reviewed and analyzed certain operating results of Assertio and Zyla as compared to the operating results and the reported price and trading histories of certain publicly traded companies that Stifel deemed relevant;

    reviewed and analyzed certain financial terms of the Merger as compared to the financial terms of certain selected business combinations that Stifel deemed relevant for Zyla;

    reviewed and analyzed, based on the Assertio Projections and the Zyla Projections, the cash flows generated by Assertio and Zyla on stand-alone bases to determine the respective present values of those discounted cash flows;

    reviewed certain pro forma financial effects of the Merger;

    considered the results of Assertio's efforts and Stifel's efforts, at the direction of Assertio, to explore certain strategic and financial alternatives potentially involving selected third parties with respect to a transaction involving Assertio and its assets; and

    reviewed and analyzed such other information and such other factors, and conducted such other financial studies, analyses and investigations, as Stifel deemed relevant for purposes of Stifel's

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      Opinion. In addition, Stifel took into account Stifel's assessment of general economic, market and financial conditions and Stifel's experience in other transactions, as well as Stifel's experience in securities valuations and Stifel's general knowledge of the industry in which Assertio and Zyla operate.

        In conducting its review and rendering the Stifel Opinion, Stifel relied upon and assumed, without independent verification, the accuracy and completeness of all of the financial and other information that was provided to Stifel by or on behalf of Assertio or Zyla, or that was otherwise reviewed by Stifel, and Stifel did not assume any responsibility for independently verifying any of such information. With respect to the financial forecasts and projections supplied to Stifel by Assertio (including, without limitation, the Assertio Projections (which Assertio Projections include, without limitation, projections with respect to payments to be received by Assertio pursuant to its prior sale of its Gralise product), the Zyla Projections and the Pro Forma Projections), Stifel assumed, at the direction of Assertio, that they were reasonably prepared on the basis reflecting the best currently available estimates and judgments of the management of Assertio as to the future operating and financial performance of Assertio and Zyla, as applicable, and that they provided a reasonable basis upon which Stifel could form its Opinion. Without limiting the generality of the foregoing, Stifel relied upon and assumed, at the direction of Assertio, the accuracy and completeness of the stand-alone balance sheet as at March 31, 2020, of each of Assertio and Zyla, in each case as provided to Stifel by management of Assertio, including, without limitation, that all of the outstanding convertible notes of Assertio will be repurchased by Assertio prior to such date. All such forecasts and projections were not prepared with the expectation of public disclosure. All such forecasted and projected financial information was based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such forecasted and projected financial information. Stifel relied on this forecasted and projected information without independent verification or analyses and did not in any respect assume any responsibility for the accuracy or completeness thereof. Stifel expressed no opinion as to the Assertio Projections, the Zyla Projections, the Pro Forma Projections or any other estimates, forecasts or projections or the assumptions on which they were made. Stifel also relied upon and assumed, without independent verification, at the direction of Assertio, the value of Assertio's investment in NES Therapeutics, Inc. and the valuation of Assertio's warrant to acquire shares of the common stock of Collegium Pharmaceutical, Inc., in each case as provided by Assertio management.

        Stifel also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Assertio or Zyla since the date of the last financial statements of each company made available to Stifel. Stifel did not make or obtain any independent evaluation, appraisal or physical inspection of either Assertio's or Zyla's assets or liabilities, nor was Stifel furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, Stifel assumed no responsibility for their accuracy.

        Stifel assumed, with the Assertio Board's consent, that there were no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the Merger would be satisfied and not waived. In addition, Stifel assumed that the Agreement would not differ materially from the draft Stifel reviewed. Stifel also assumed that the Merger would be consummated substantially on the terms and conditions described in the Agreement and by the management of Assertio, without any waiver of material terms or conditions by Assertio or any other party and without any anti-dilution or other adjustment to the Merger Consideration, that obtaining any necessary regulatory or other approvals or satisfying any other conditions for consummation of the Merger would not have an adverse effect on Assertio, Zyla or the Merger and that the Assertio Reorganization and the Zyla Indenture Amendment would be consummated on the

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terms described to Stifel by the management of Assertio. Stifel assumed that the Merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange, and all other applicable federal, state and foreign statutes, rules and regulations. Stifel further assumed that Assertio has relied upon the advice of its counsel, independent accountants and other advisors (other than Stifel) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Assertio, the Merger and the Agreement.

        Stifel's Opinion was limited to whether, as of the date of the Opinion, the Merger Consideration to be issued by Assertio Holdings in the Merger pursuant to the Agreement was fair to Assertio, from a financial point of view, and did no