UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.03 | Material Modification to Rights of Security Holders. |
On December 19, 2025, Assertio Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its certificate of incorporation (the “Certificate of Amendment”) to implement a reverse stock split (the “Reverse Split”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1:15 (the “Reverse Split Ratio”). The Reverse Split was approved by the Company’s stockholders at this year’s annual meeting, held on May 7, 2025.
The Reverse Split will become effective as of 12:01 a.m. Eastern Time on December 26, 2025 (the “Effective Time”), and the Company’s Common Stock is expected to commence trading on a split-adjusted basis when the market opens on December 26, 2025, at which time the Common Stock will be represented by a new CUSIP number (04546C 304). The Common Stock will continue to trade on the Nasdaq Stock Market under the symbol “ASRT.”
As of the Effective Time, each fifteen shares of Common Stock outstanding will be combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Split. In lieu of any fractional shares to which a stockholder of record would otherwise be entitled, the Company will pay cash (without interest and subject to withholding taxes, as applicable) equal to such fraction multiplied by the closing price of the Common Stock on the Nasdaq Stock Market on December 24, 2025 (as adjusted in good faith by the Company to account for the Reverse Split Ratio). The par value per share of the Common Stock will remain unchanged.
In addition, effective as of the Effective Time and based on the Reverse Split Ratio, proportionate adjustments will be made (i) in accordance with the terms of the indenture, to the conversion rate of the Company’s 6.5% Convertible Senior Notes due 2027, and (ii) in accordance with the terms of the Company’s equity incentive compensation plans, to (a) the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, (b) the number of shares issuable upon the vesting of all restricted stock units and (c) the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive compensation plans.
The foregoing description of the Reverse Split does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated December 19, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 22, 2025
| ASSERTIO HOLDINGS, INC. | |
| /s/ Mark L. Reisenauer | |
| Mark L. Reisenauer | |
| Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
ASSERTIO HOLDINGS, INC.
Assertio Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
| 1. | The name of the Corporation is Assertio Holdings, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 13, 2020 under the name Alligator Zebra Holdings, Inc., and subsequently amended on April 3, 2020 to change the name of the Corporation to Assertio Holdings, Inc. |
| 2. | This Certificate of Amendment to the Certificate of Incorporation was duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with Section 242 of the DGCL and amends the provisions of the Corporation’s Certificate of Incorporation. |
| 3. | The amendment to the existing Certificate of Incorporation being effected hereby is to delete Section 4.1 of Article IV of the Certificate of Incorporation in its entirety and to substitute in its place the following: |
“Section 4.1 Authorized Stock. The total number of shares which the Corporation shall have authority to issue is 205,000,000 of which 200,000,000 shall be designated as Common Stock, par value $0.0001 per share (the “Common Stock”), and 5,000,000 shall be designated as Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).
Effective as of 12:01 a.m. Eastern Time on December 26, 2025 (the “Effective Time”), each 15 shares of the Corporation’s Common Stock issued immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and reclassified into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate or book entry position which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (without interest and subject to withholding taxes) equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the closing price of Common Stock on the Nasdaq Capital Market on the first business day immediately preceding the Effective Time (as adjusted in good faith by the Corporation to account for the Reverse Stock Split ratio). The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. Each certificate or book entry position that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined, subject to the elimination of fractional interests set forth above.”
| 4. | The Certificate of Amendment to the Certificate of Incorporation was approved by the Board of Directors on December 12, 2025 and by the stockholders of the Corporation on May 7, 2025. |
| 5. | This Certificate of Amendment to the Certificate of Incorporation shall be effective as of 12:01 a.m. (Eastern Time) on December 26, 2025. |
IN WITNESS WHEREOF, Assertio Holdings, Inc. has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by its Chief Executive Officer as of the 19th day of December, 2025.
| ASSERTIO HOLDINGS, INC. | ||
| a Delaware corporation | ||
| By: | /s/ Mark L. Reisenauer | |
| Mark L. Reisenauer | ||
| Chief Executive Officer | ||
Cover |
Dec. 19, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 19, 2025 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-39294 |
| Entity Registrant Name | ASSERTIO HOLDINGS, INC. |
| Entity Central Index Key | 0001808665 |
| Entity Tax Identification Number | 85-0598378 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 100 South Saunders Rd. |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Lake Forest |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60045 |
| City Area Code | 224 |
| Local Phone Number | 419-7106 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value |
| Trading Symbol | ASRT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |