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):
January 13, 2020 (January 10,
2020)
ASSERTIO THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
001-13111
(Commission File Number)
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Delaware
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94-3229046
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation)
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100 S. Saunders Road, Suite 300, Lake
Forest, IL 60045
(Address of principal executive offices,
with 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:
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Title of each class:
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Trading
Symbol(s):
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Name of each exchange
on which registered:
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Common Stock, $0.0001 par value
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ASRT
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The Nasdaq Stock Market LLC
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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On January 10, 2020, Assertio Therapeutics, Inc.,
a Delaware corporation (the “Company”) consummated the transaction (the “Transaction”) contemplated
by the previously announced Asset Purchase Agreement dated December 11, 2019 (the “Asset Purchase Agreement”)
with Golf Acquiror LLC, an affiliate of Alvogen, Inc. (“Alvogen”). Pursuant to the Asset Purchase Agreement,
the Company divested its rights, title and interest in and to Gralise® (gabapentin) (“Gralise”), including
certain related assets, to Alvogen for (i) $75.0 million in cash paid at the closing of the Transaction (the “Closing”)
and (ii) 75% of Alvogen’s first $70.0 million of Gralise net sales after the Closing. Alvogen has also assumed, pursuant
to the terms of the Asset Purchase Agreement, certain contracts, liabilities and obligations of the Company relating to Gralise,
including those related to manufacturing and supply, post-market commitments and clinical development costs.
The foregoing description of the Transaction
contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase
Agreement, a copy of which was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on
December 12, 2019 (the “Signing 8-K”) and is incorporated herein by reference. The full text of the Signing
8-K is also incorporated herein by reference.
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Item 2.02
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Results
of Operations and Financial Condition
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On January 13, 2020, the Company issued a press release
stating that it expected
full-year Neurology Franchise net sales to be above the upper end of prior guidance for the year ended December
31, 2019.
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 “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 SEC Commission made by the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
On January 13, 2020, the
Company issued a press release announcing certain of the matters described in this Current Report on Form 8-K, including
with respect to the Transaction and the matters discussed in Item 2.02. A copy of this press release is attached hereto as
Exhibit 99.1 to this Current Report. The information set forth in this item 7.01 and in Exhibit 99.1 shall not be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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Item 9.01
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Financial Statements and Exhibits
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(b)
Pro Forma Financial Information
Any pro forma financial information to be filed
in response to this Item 9.01(b) with respect to the Transaction described in Item 2.01 herein will be filed by amendment
to this Current Report on Form 8-K not later than 4 business days after the Closing.
(d) Exhibits
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.
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ASSERTIO THERAPEUTICS, INC.
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Date: January 13, 2020
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By:
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/s/ Daniel A. Peisert
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Daniel A. Peisert
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Senior Vice President and Chief Financial Officer
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Exhibit 99.1
Assertio Therapeutics Announces Closing
of Gralise®Sale to Alvogen and Expects
Full-Year 2019 Neurology Franchise Net Sales Above Upper End of Prior Guidance
LAKE FOREST, Ill., (January 13, 2020) (GLOBE NEWSWIRE) -- Assertio
Therapeutics, Inc. (“Assertio” or “The Company”) (NASDAQ: ASRT), today announced the closing of its previously
disclosed agreement (“Agreement”) with Alvogen, a global privately held pharmaceutical company, under which Alvogen
will acquire and assume all responsibilities associated with the product Gralise® (gabapentin).
“We are pleased to finalize this agreement, a true win-win
transaction providing value for both companies,” said Arthur Higgins, President and Chief Executive Officer of Assertio “This
allows us to focus on our growth products, Cambia® and Zipsor®, further strengthens our balance sheet,
and increases our flexibility for future business development opportunities.”
Under the terms of the Agreement, Alvogen will pay Assertio
a total value of $127.5 million. This includes $75.0 million in cash upon closing and the balance payable in the form of a royalty
on the first $70.0 million in Gralise® net sales. Both companies expect the majority of the royalties to be paid
in the first calendar year. Assertio also entered into an amendment to its senior secured credit agreement to facilitate the transactions
described above.
Additional details can be found in Assertio’s Form 8-Ks
filed with the Securities and Exchange Commission on December 12, 2019 and January 13, 2020.
The Company is also pleased to announce a strong finish to the
year with 2019 Neurology Franchise net sales expected to be above the upper end of the company’s previously expressed guidance
of $102 million to $105 million.
About Gralise®
Gralise® is a is a prescription medicine used
to treat pain after shingles, or postherpetic neuralgia (PHN).
About Assertio Therapeutics, Inc.
Assertio Therapeutics is committed to providing responsible solutions to advance patient care in the Company’s core areas
of neurology, orphan and specialty medicines. Assertio currently markets two FDA-approved products and continues to identify,
license and develop new products that offer enhanced options for patients that may be underserved by existing therapies. To learn
more about Assertio, visit www.assertiotx.com.
About Alvogen
Alvogen is a global, privately owned pharmaceutical
company focused on developing, manufacturing and selling generic, brand, over-the-counter medicines (OTC) and biosimilar products
for patients around the world. The company has commercial operations in 35 countries with 2,800 employees and operates four manufacturing
and development hubs in the U.S., Romania, Korea and Taiwan. North America is Alvogen’s single largest market and other key
markets include: South Korea, Russia, Taiwan, Romania, Hungary, Ukraine, Japan and China.
Learn more about Alvogen, visit www.alvogen.com.
“Safe Harbor” Statement Under the Private Securities
Litigation Reform Act of 1995
This news release contains forward-looking statements. These statements involve inherent risks and uncertainties that could cause
actual results, including for 2019, to differ materially from those estimated, projected or anticipated, including expectations
regarding royalties to be received based on sales of NUCYNTA® and NUCYNTA® ER, risks
related to regulatory approval and clinical development of long-acting cosyntropin, expectations regarding potential business opportunities,
and other risks outlined in the Company’s public filings with the Securities and Exchange Commission, including the Company's most
recent annual report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All information provided in this news release
speaks as of the date hereof. Except as otherwise required by law, the Company undertakes no obligation to update or revise its
forward-looking statements.
Investor and Media Contact:
Dan Peisert
Senior Vice President and Chief Financial Officer
dpeisert@assertiotx.com
Source: Assertio Therapeutics, Inc.