Current Report Filing (8-k)
21 February 2023 - 11:06PM
Edgar (US Regulatory)
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0001808665
2023-02-21
2023-02-21
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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)
February 21, 2023
ASSERTIO HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39294 |
|
85-0598378 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
100
South Sanders Rd., Suite
300,
Lake Forest, IL 60045
(Address of principal executive
offices, including 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 February 21, 2023,
Assertio Holdings, Inc. (the “Company”) issued a press release announcing certain preliminary unaudited financial results
for the fiscal quarter and year ended December 31, 2022. A copy of the press release is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The preliminary unaudited
information in this Current Report is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information
regarding the Company’s results of operations and financial condition as of and for the fourth quarter of 2022. In accordance with
General Instruction B.2 of Form 8-K, such information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
Forward Looking Statements
Statements in this communication that are
not historical facts are forward-looking statements that reflect the Company’s current expectations, assumptions and estimates of
future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements relate to, among other things, the preliminary, unaudited financial results included
in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, future events
or the future performance or operations of the Company, including its ability to realize the benefits from its operating model, successfully
acquire and integrate new assets and explore new business development initiatives. All statements other than historical facts may
be forward-looking statements and can be identified by words such as “anticipate,” “believe,” “could,”
“design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,”
“imply,” “intend,” “may”, “objective,” “opportunity,” “outlook,”
“plan,” “position,” “potential,” “predict,” “project,” “prospective,”
“pursue,” “seek,” “should,” “strategy,” “target,” “would,” “will,”
“aim” or other similar expressions that convey the uncertainty of future events or outcomes and are used to identify forward-looking
statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other
factors, some of which are beyond the control of the Company, including the risks described in the Company’s Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) and in other
filings the Company makes with the SEC from time to time.
Investors and potential investors are urged
not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While the Company may
elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise
any forward-looking-statements contained in this communication whether as a result of new information or future events, except as may
be required by applicable law.
Item 9.01 Financial Statements and Exhibits
| 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: February 21, 2023
|
ASSERTIO HOLDINGS, INC. |
|
|
/s/ Dan Peisert |
|
Dan Peisert |
|
President and Chief Executive Officer |
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