8-K

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): March 27, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 27, 2024, James L. Tyree, Chairman of the Compensation Committee of the Board of Directors (the “Board”) of Assertio Holdings, Inc. (the “Company”), informed the Board at an informal meeting that he declined to stand for reelection at the 2024 Annual Meeting of Stockholders. The Company believes that Mr. Tyree’s decision was due to (1) his disagreement relating to a potential waiver of the application of the mandatory Board retirement policy for 2024 with respect to Peter D. Staple, our current Board Chair, and (2) his disagreement with Board members declining to take action on Mr. Tyree’s suggestion to increase the retirement age from 72 to 75.

The Company provided Mr. Tyree with a copy of the disclosures made in this Item 5.02 no later than the date of filing this Form 8-K with the U.S. Securities and Exchange Commission and has provided Mr. Tyree with the opportunity to furnish the Company as promptly as possible with a letter addressed to the Company stating whether he agrees with the statements made by the Company and, if not, stating the respects in which he does not agree.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit Number	Description
17.1	Written Correspondence of Mr. Tyree, dated March 28, 2024
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: April 2, 2024	By:	/s/ Sam Schlessinger
		Sam Schlessinger
		Senior Vice President, General Counsel

EX-17.1

Exhibit 17.1 From: Sent: To: Subject: Jim Tyree Thursday, March 28, 2024 6:44 AM Heather Mason; Heather Mason; Jeff Vacirca; pete Schlessinger; Sravan Emany [EXTERNAL] My decision yesterday Peter, for the record I want to clearly state my decision taken at th e end of our informal Board meeting. That decision is stated in the proceeding paragraph. Notwithstanding the Board's previous request that I stand for re-election at the upcoming Annual Meeting, I have decided not to comply with the request. My decision was taken after a non consensus conclusion was reached at the end of yesterday's informal Board meeting. Also for the record please note, I do not concur with the conclusion reached. I will perform all requirements a standing director until stepping dow later this year. I wish the Company much success after my separation from the Board

XML

Cover	Mar. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 27, 2024
Entity File Number	01-39294
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 S. Saunders Road
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