Assertio Holdings, Inc. 8-K Filing

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Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value ASRT The Nasdaq Stock Mar

Filing Documents

• tm2533991d1_8k.htm (8-K) — 32KB
• tm2533991d1_ex3-1.htm (EX-3.1) — 11KB
• 0001104659-25-123772.txt ( ) — 209KB
• asrt-20251219.xsd (EX-101.SCH) — 3KB
• asrt-20251219_lab.xml (EX-101.LAB) — 33KB
• asrt-20251219_pre.xml (EX-101.PRE) — 22KB
• tm2533991d1_8k_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

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 ac

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

01 Financial Statements and Exhibits

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

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