0001808665false12/3100018086652022-11-082022-11-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 8,
2022 (November 2, 2022)
ASSERTIO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware |
|
01-39294 |
|
85-0598378 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
100 S. Saunders Road, Suite 300,
Lake Forest, IL 60045
(Address of Principal Executive Offices; Zip Code)
(224) 419-7106
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of each class: |
|
Trading Symbol(s): |
|
Name of each exchange on which registered: |
|
Common Stock, $0.0001 par value |
|
ASRT |
|
The Nasdaq Stock Market LLC |
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 2.02 |
|
Results of Operations and Financial Condition. |
On November 8, 2022, Assertio Holdings, Inc. (the
“Company”) issued a press release announcing its financial results
for the three and nine months ended September 30, 2022.
The press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
The information in Item 2.02 of this Current Report on
Form 8-K shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
The information contained herein shall not be incorporated by
reference into any filing with the Securities and Exchange
Commission made by the Company, whether made before or after the
date hereof, regardless of any general incorporation language in
such filing.
|
|
|
|
|
|
|
Item 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
year.
|
On November 2, 2022, the Board of Directors of the Company approved
and adopted amended and restated bylaws of the Company (the
“Amended and Restated Bylaws”), which became effective as of such
date.
Among other things, the amendments effected by the Amended and
Restated Bylaws:
•Implement
certain procedural requirements related to business proposals and
director nominations by stockholders in light of the recently
adopted Rule 14a-19 under the Exchange Act (the “Universal Proxy
Rules”) and reflect certain other administrative changes resulting
from the Universal Proxy Rules, including:
◦requiring
additional background information and disclosures regarding
proposing stockholders, proposed nominees and business, and other
persons related to proposing stockholders;
◦requiring
any stockholder submitting a nomination notice to make a
representation as to whether such stockholder intends to solicit
proxies in support of director nominees other than the Company’s
nominees in accordance with Rule 14a-19 under the Exchange Act and
the Amended and Restated Bylaws and to provide evidence that the
stockholder has complied with such requirements;
◦clarifying
that any stockholder submitting a nomination or other proposal must
comply with applicable Exchange Act requirements and clarifying the
Company’s ability to disregard such nomination or proposal in the
event such stockholder does not so comply;
◦limiting
the number of director candidates a stockholder may nominate to the
number of directors to be elected at the applicable annual or
special meeting;
◦clarifying
the timing for providing, updating and correcting information in
connection with stockholders’ proposal of nominees and business;
and
◦requiring
that a stockholder directly or indirectly soliciting proxies from
other stockholders use a proxy card color other than white, with
the white proxy card being reserved for exclusive use by the
Company.
•Update
various provisions to reflect amendments and other matters related
to the Delaware General Corporation Law (the “DGCL”),
including:
◦revising
the conditions under which notice need not be given of any
adjourned meeting; and
◦eliminating
the requirement that the list of stockholders be open to
examination at meetings of stockholders.
The Amended and Restated Bylaws also incorporate certain
ministerial, clarifying and conforming changes, including changes
to align with the language used in certain provisions of the
DGCL.
The foregoing description of the Amended and Restated Bylaws does
not purport to be complete and is qualified in its entirety by
reference to the complete text of the Amended and Restated Bylaws,
a copy of which is filed with this report as Exhibit 3.1 and
incorporated into this report by reference.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits. |
|
|
|
|
|
|
(d) |
|
Exhibits |
|
|
|
|
|
|
|
3.1 |
|
|
|
|
|
|
|
|
|
99.1 |
|
|
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
|
|
|
|
|
ASSERTIO HOLDINGS, INC. |
|
|
|
|
|
Date: November 8,2022 |
By: |
/s/ Daniel A. Peisert |
|
|
|
Daniel A. Peisert |
|
|
|
President and Chief Executive Officer |
Assertio (NASDAQ:ASRT)
Historical Stock Chart
From Feb 2023 to Mar 2023
Assertio (NASDAQ:ASRT)
Historical Stock Chart
From Mar 2022 to Mar 2023
