Material Event (Form 8-K)

Item 8.01. Other Events.

On May 13, 2026, Assertio Holdings, Inc. (the "Company" or "Assertio") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Zydus Worldwide DMCC, a limited liability company incorporated under the laws of the United Arab Emirates ("Parent"), Zara Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser") and, solely for purposes of Section 9.20 of the Merger Agreement, Zydus Pharmaceuticals (USA) Inc., a New Jersey corporation ("Guarantor"). The Merger Agreement provides for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer (the "Offer") by Purchaser for all of the Company's outstanding shares of common stock (the "Common Stock"), for $23.50 per share of Common Stock in cash (the "Offer Price") and (ii) following the completion of the Offer, the merger of Purchaser with and into the Company (the "Merger" and, concurrently with the Offer, the "Transactions") with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). Pursuant to the Merger Agreement, on May 18, 2026, Purchaser will commence the Offer.

In addition, pursuant to the Merger Agreement, the Company agreed to use commercially reasonable efforts to, substantially concurrently with the Offer, make an offer and consent solicitation (the "Note Offer") (i) to repurchase its 6.50% Convertible Senior Notes due 2027 (the "Convertible Notes") at a purchase price approved by Purchaser and Parent, contingent upon the occurrence of a "Fundamental Change" (as defined in the indenture governing the Convertible Notes (the "Indenture")) as a result of the Merger and (ii) to solicit consents to remove the restrictive covenants set forth in Section 4.11 of the Indenture. On May 18, Parent waived the requirement under the Merger Agreement that the Company commence the Note Offer.

The consummation of the Merger will constitute a "Fundamental Change" and a "Make-Whole Fundamental Change" under the Indenture. As a result, holders of Convertible Notes will have certain rights under the Indenture, including (i) the right to require Company (or, following the Merger, the Surviving Corporation) to repurchase their Convertible Notes for cash at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, in accordance with Article 15 of the Indenture, and (ii) the right to convert their Convertible Notes into the consideration receivable in the Merger, at an increased conversion rate during the Make-Whole Fundamental Change Period in accordance with Section 14.03 of the Indenture.