SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

Zyla Merger

On May 20, 2020, Assertio completed the Zyla Merger pursuant to the Agreement and Plan of Merger dated March 16, 2020. Upon consummation of the Zyla Merger, each issued and outstanding share of Zyla common stock converted into 2.5 shares of Assertio Holding’s common stock (the Exchange Ratio). The Company issued 25.5 million in common shares related to the Zyla Merger, refer to “Note 2. Acquisitions”.

Warrant Agreements

Upon the Zyla Merger, the Company assumed Zyla’s outstanding Warrant Agreements which provides the holder the right to receive shares of the Company’s common stock. The warrants are exercisable at any time at an exercise price of $0.0004 per share, subject to certain ownership limitations including, with respect to Iroko and its affiliates, that no such exercise may increase the aggregate ownership of the Company’s outstanding common stock of such parties above 49% of the number of shares of its common stock then outstanding for a period of 18 months. All of the Company’s outstanding warrants have similar terms whereas under no circumstance may the warrants be net-cash settled. As such, all warrants are equity-classified.

During December 2020, 6.1 million warrants were exercised and 6.1 million common shares were issued by the Company. The Company has 6.3 million warrant shares that remain outstanding.

Employee Stock Purchase Plan

In May 2004 the Employee Stock Purchase Plan (ESPP) was approved by the shareholders. The ESPP is qualified under Section 423 of the Internal Revenue Code, and allows eligible employees to purchase shares of the Company’s common stock through periodic payroll deductions. The price of the common stock purchased under the ESPP must be equal to at least 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the specified purchase date. The number of shares authorized for issuance under the ESPP as of December 31, 2020 was 4,200,000, of which 1,151,033 shares were available for future issuance.

In 2020, the Company sold 182,726 shares of its common stock under the ESPP. The shares were purchased at a weighted‑average purchase price of $0.48 with proceeds of approximately $0.1 million. In 2019, the Company sold 168,790 shares of its common stock under the ESPP. The shares were purchased at a weighted‑average purchase price of $1.34 with proceeds of approximately $0.2 million.

Option Exercises

No common stock options were exercised during the year ended December 31, 2020. Stock options exercised during the year ended December 31, 2019 were immaterial.