Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 001-39294

ASSERTIO HOLDINGS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware			85-0598378
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)			(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

100 South Saunders Road, Suite 300

Lake Forest, Illinois 60045

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)

(224) 419-7106

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of issued and outstanding shares of the registrant’s Common Stock, $0.0001 par value, as of July 31, 2023 was 56,516,661. Amount excludes shares of the registrant’s Common Stock issued as a result of the acquisition of Spectrum Pharmaceuticals, Inc., which closed on July 31, 2023 (refer to Note 17 to the Condensed Consolidated Financial Statements included herein).

ASSERTIO HOLDINGS, INC.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2023

TABLE OF CONTENTS




PART I — FINANCIAL INFORMATION

Item 1.						Financial Statements (unaudited)

						Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022

						Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022

						Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022

						Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022

						Notes to Condensed Consolidated Financial Statements

Item 2.						Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.						Quantitative and Qualitative Disclosures About Market Risk

Item 4.						Controls and Procedures

PART II — OTHER INFORMATION

Item 1.						Legal Proceedings

Item 1A.						Risk Factors

Item 2.						Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.						Exhibits

						Signatures

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	(Unaudited)
	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	70,175	$	64,941
Accounts receivable, net	41,608		45,357
Inventories, net	18,817		13,696
Prepaid and other current assets	2,949		8,268
Total current assets	133,549		132,262
Property and equipment, net	877		744
Intangible assets, net	185,428		197,996
Deferred tax asset	81,587		80,202
Other long-term assets	3,738		2,709
Total assets	$	405,179	$	413,913
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,182	$	5,991
Accrued rebates, returns and discounts	42,857		49,426
Accrued liabilities	10,283		12,181
Long-term debt, current portion	—		470
Contingent consideration, current portion	14,900		26,300
Other current liabilities	256		948
Total current liabilities	79,478		95,316
Long-term debt	38,251		66,403
Contingent consideration	27,600		22,200
Other long-term liabilities	5,579		4,269
Total liabilities	150,908		188,188
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common stock, $0.0001 par value, 200,000,000 shares authorized; 56,512,962 and 48,319,838 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.	5		5
Additional paid-in capital	568,881		545,321
Accumulated deficit	(314,615)		(319,601)
Total shareholders’ equity	254,271		225,725
Total liabilities and shareholders' equity	$	405,179	$	413,913

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Product sales, net	$	40,083	$	35,430	$	81,852	$	70,977
Royalties and milestones	723		451		1,420		1,443
Other revenue	185		(750)		185		(750)
Total revenues	40,991		35,131		83,457		71,670
Costs and expenses:
Cost of sales	4,772		4,528		10,239		8,723
Research and development expenses	503		—		503		—
Selling, general and administrative expenses	16,771		10,543		33,675		21,184
Change in fair value of contingent consideration	241		1,300		9,408		2,945
Amortization of intangible assets	6,284		7,969		12,568		16,469
Total costs and expenses	28,571		24,340		66,393		49,321
Income from operations	12,420		10,791		17,064		22,349
Other (expense) income:
Debt-related expenses	—		—		(9,918)		—
Interest expense	(751)		(2,269)		(1,873)		(4,596)
Other gain (loss)	661		(95)		1,463		451
Total other expense	(90)		(2,364)		(10,328)		(4,145)
Net income before income taxes	12,330		8,427		6,736		18,204
Income tax expense	(3,860)		(593)		(1,750)		(1,306)
Net income and comprehensive income	$	8,470	$	7,834	$	4,986	$	16,898

Basic net income per share	$	0.15	$	0.17	$	0.09	$	0.37
Diluted net income per share	$	0.13	$	0.16	$	0.09	$	0.36
Shares used in computing basic net income per share	56,142		46,274		53,588		45,746
Shares used in computing diluted net income per share	70,144		47,579		58,010		46,857

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Shareholders’ Equity
	Shares	Amount












Balances at March 31, 2023	55,662	$	5	$	573,744	$	(323,085)	$	250,664
Issuance of common stock upon exercise of options	110	—		157		—		157
Common stock issuance and other impacts of the vesting and settlement of equity awards	741	—		(7,225)		—		(7,225)
Stock-based compensation	—	—		2,205		—		2,205
Net income and comprehensive income	—	—		—		8,470		8,470
Balances at June 30, 2023	56,513	$	5	$	568,881	$	(314,615)	$	254,271


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Shareholders’ Equity
	Shares	Amount












Balances at March 31, 2022	45,335	$	4	$	532,020	$	(420,162)	$	111,862
Issuance of common stock in connection with at-the-market program	2,464	1		7,019		—		7,020

Common stock issuance and other impacts of the vesting and settlement of equity awards	373	—		(81)		—		(81)



Stock-based compensation	—	—		1,734		—		1,734

Net income and comprehensive income	—	—		—		7,834		7,834
Balances at June 30, 2022	48,172	$	5	$	540,692	$	(412,328)	$	128,369

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Shareholders’ Equity
	Shares	Amount
Balances at December 31, 2022	48,320	$	5	$	545,321	$	(319,601)	$	225,725
Issuance of common stock upon exercise of options	110	—		157		—		157

Induced exchange of convertible notes - (See Note 13)	6,990	—		26,699		—		26,699

Common stock issuance and other impacts of the vesting and settlement of equity awards	1,093	—		(7,947)		—		(7,947)


Stock-based compensation	—	—		4,651		—		4,651


Net income and comprehensive income	—	—		—		4,986		4,986
Balances at June 30, 2023	56,513	$	5	$	568,881	$	(314,615)	$	254,271


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Shareholders’ Equity
	Shares	Amount
Balances at December 31, 2021	44,640	$	4	$	531,636	$	(429,226)	$	102,414
Common stock issuance and other impacts of the vesting and settlement of equity awards	680	—		(679)		—		(679)
Issuance of common stock in connection with at-the-market program	2,464	1		7,019		—		7,020




Issuance of common stock upon exercise of warrant	388	—		—		—		—
Stock-based compensation	—	—		2,716		—		2,716


Net income and comprehensive income	—	—		—		16,898		16,898
Balances at June 30, 2022	48,172	$	5	$	540,692	$	(412,328)	$	128,369

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2023		2022
Operating Activities
Net income	$	4,986	$	16,898
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	12,964		16,863
Amortization of debt issuance costs and Royalty Rights	248		48
Recurring fair value measurements of assets and liabilities	9,408		2,945
Debt-related expenses	9,918		—
Provisions for inventory and other assets	1,390		259
Stock-based compensation	4,651		2,716
Deferred income taxes	(1,385)		—
Changes in assets and liabilities, net of acquisition:
Accounts receivable	3,749		(4,176)
Inventories	(6,511)		(5,029)
Prepaid and other assets	4,289		12,108
Accounts payable and other accrued liabilities	4,906		(245)
Accrued rebates, returns and discounts	(6,569)		(331)
Interest payable	(726)		(200)
Net cash provided by operating activities	41,318		41,856
Investing Activities
Purchases of property and equipment	(528)		—
Purchase of Sympazan	(280)		—
Purchase of Otrexup	—		(16,518)
Net cash used in investing activities	(808)		(16,518)
Financing Activities
Payments in connection with 2027 Convertible Notes	(10,500)		—

Payment of direct transaction costs related to convertible debt inducement	(1,119)		—
Payment in connection with 2024 Senior Notes	—		(11,750)
Payment of contingent consideration	(15,408)		(3,845)
Payment of Royalty Rights	(459)		(630)
Proceeds from issuance of common stock	—		7,020
Proceeds from exercise of stock options	157		—

Payments related to the vesting and settlement of equity awards	(7,947)		(679)
Net cash used in financing activities	(35,276)		(9,884)
Net increase in cash and cash equivalents	5,234		15,454
Cash and cash equivalents at beginning of year	64,941		36,810
Cash and cash equivalents at end of period	$	70,175	$	52,264

Supplemental Disclosure of Cash Flow Information
Net cash paid (refunded) for income taxes	$	2,295	$	(8,360)
Cash paid for interest	$	2,351	$	4,748

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ASSERTIO HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Assertio Holdings, Inc., or the Company, is a specialty pharmaceutical company offering differentiated products to patients utilizing a non-personal promotional model. The Company’s primary marketed products include INDOCIN® (indomethacin) Suppositories, INDOCIN® (indomethacin) Oral Suspension, Otrexup® (methotrexate) injection for subcutaneous use, Sympazan® (clobazam) oral film, SPRIX® (ketorolac tromethamine) Nasal Spray, CAMBIA® (diclofenac potassium for oral solution), and Zipsor® (diclofenac potassium) Liquid filled capsules. Other commercially available products include OXAYDO® (oxycodone HCI, USP) tablets for oral use only —CII.

Unless otherwise noted or required by context, use of “Assertio,” “Company,” “we,” “our” and “us” refer to Assertio Holdings and/or its applicable subsidiary or subsidiaries.

On April 24, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spectrum Pharmaceuticals, Inc. (“Spectrum”), a commercial stage biopharmaceutical company focused on novel and targeted oncology products, to acquire Spectrum. On July 31, 2023 (the “Effective Date”), the Company completed the acquisition of Spectrum pursuant to the Merger Agreement (the “Spectrum Merger”). Refer to Note 17, Subsequent Events, for additional information.

Basis of Presentation

The unaudited condensed consolidated financial statements of the Company and its subsidiaries and the related footnote information of the Company have been prepared pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation of the information for the periods presented. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the entire year ending December 31, 2023 or future operating periods.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022 included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 8, 2023 (the “2022 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2022 has been derived from the audited financial statements at that date, as filed in the Company’s 2022 Form 10-K.

NOTE 2. REVENUE

Disaggregated Revenue

The following table reflects summary revenue, net for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Product sales, net:
INDOCIN products	$	28,075	$	22,841	$	58,421	$	44,197
Otrexup	3,594		2,616		6,416		5,694
Sympazan	2,627		—		5,129		—
SPRIX	2,373		2,216		4,262		3,982
CAMBIA	1,805		6,183		4,069		11,656
Zipsor	1,004		216		2,154		2,445
Other products	605		1,358		1,401		3,003
Total product sales, net	40,083		35,430		81,852		70,977
Royalties and milestone revenue	723		451		1,420		1,443
Other revenue	185		(750)		185		(750)
Total revenues	$	40,991	$	35,131	$	83,457	$	71,670

Product Sales, net

For the three and six months ended June 30, 2023 and 2022, product sales primarily consisted of sales from INDOCIN products, Otrexup, Sympazan, SPRIX, and CAMBIA. The Company acquired Sympazan and began shipping and recognizing its product sales in October 2022.

Other product sales for the three and six months ended June 30, 2023 primarily include product sales for non-promoted products (OXAYDO). The Company ceased SOLUMATRIX sales beginning in July 2022.

Royalties and Milestone Revenue

In November 2010, the Company entered into a license agreement granting the counterparty the rights to commercially market CAMBIA in Canada. The counterparty to the license agreement independently contracts with manufacturers to produce a specific CAMBIA formulation in Canada. The Company receives royalties on net sales on a quarterly basis as well as certain one-time contingent milestone payments upon the occurrence of certain events. The Company recognized revenue related to CAMBIA in Canada of $0.4 million and $1.0 million for the three and six months ended June 30, 2023, respectively, and $0.5 million and $1.0 million for the three and six months ended June 30, 2022, respectively.

The Company records contract liabilities in the form of deferred revenue resulting from prepayments from customers in Other current liabilities in the Company’s Condensed Consolidated Balance Sheets. As of June 30, 2023 and December 31, 2022, contract liabilities were zero and $0.2 million, respectively. The Company recognized Milestone revenue associated with the completion of certain service milestones of $0.3 million and $0.5 million for the three and six months ended June 30, 2023, respectively, and $0.5 million for the six months ended June 30, 2022. The Company recognized no Milestone revenue for the three months ended June 30, 2022.

Other Revenue

Other revenue consists of sales adjustments for previously divested products, which includes adjustments to reserves for product sales allowances (gross to-net sales allowances) and can result in reductions or an increase to total revenue during the period.

NOTE 3. ACCOUNTS RECEIVABLES, NET

As of June 30, 2023 and December 31, 2022, accounts receivable, net, of $41.6 million and $45.4 million, respectively, consisted entirely of receivables related to product sales, net of allowances for cash discounts for prompt payment of $0.8 million and $0.9 million, respectively.

NOTE 4. INVENTORIES, NET

The following table reflects the components of inventory, net as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Raw materials	$	717	$	1,367
Work-in-process	1,843		2,735
Finished goods	16,257		9,594
Total Inventories, net	$	18,817	$	13,696

The Company writes down the value of inventory for potentially excess or obsolete inventories based on an analysis of inventory on hand and projected demand. As of June 30, 2023 and December 31, 2022, the Company recorded inventory write-downs of $2.2 million and $2.8 million, respectively.

NOTE 5. PROPERTY AND EQUIPMENT, NET

The following table reflects property and equipment, net as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Furniture and office equipment	$	1,708	$	1,712
Laboratory equipment	20		20
Leasehold improvements	2,945		2,945
Construction in progress	528		—
	5,201		4,677
Less: Accumulated depreciation	(4,324)		(3,933)
Property and equipment, net	$	877	$	744

Depreciation expense was $0.2 million and $0.4 million for the three and six months ended June 30, 2023, respectively, and $0.2 million and $0.4 million for three and six months ended June 30, 2022, respectively. Depreciation expense is recognized in Selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Comprehensive Income.

NOTE 6. INTANGIBLE ASSETS

The following table reflects the gross carrying amounts and net book values of intangible assets as of June 30, 2023 and December 31, 2022 (dollar amounts in thousands):


		June 30, 2023				December 31, 2022
	Remaining Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Products rights:
INDOCIN	8.9	$	154,100	$	(39,916)	$	114,184	$	154,100	$	(33,495)	$	120,605
Otrexup	6.5	44,086		(8,266)		35,820		44,086		(5,511)		38,575
Sympazan	11.3	14,550		(808)		13,742		14,550		(202)		14,348
SPRIX	3.9	39,000		(17,318)		21,682		39,000		(14,532)		24,468
Total Intangible Assets		$	251,736	$	(66,308)	$	185,428	$	251,736	$	(53,740)	$	197,996

Amortization expense was $6.3 million and $12.6 million for the three and six months ended June 30, 2023, respectively, and $8.0 million and $16.5 million for three and six months ended June 30, 2022, respectively.

The following table reflects future amortization expense the Company expects for its intangible assets (in thousands):


Year Ending December 31,	Estimated Amortization Expense
2023 (remainder)	12,568
2024	25,136
2025	25,136
2026	25,136
2027	21,747
Thereafter	75,705
Total	$	185,428

NOTE 7. OTHER LONG-TERM ASSETS

The following table reflects other long-term assets as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Operating lease right-of-use assets	$	1,329	$	137
Prepaid asset and deposits	1,429		1,607
Other	980		965
Total other long-term assets	$	3,738	$	2,709

Other includes the Company’s investment in NES Therapeutic, Inc. (“NES”). In August 2018, the Company entered into a Convertible Secured Note Purchase Agreement (the “Note Agreement”) with NES. Pursuant the terms of the Note Agreement, the Company purchased a $3.0 million aggregate principal Convertible Secured Promissory Note (the “NES Note”) which accrues interest annually at a rate of 10% for total consideration of $3.0 million, with both the aggregate principal and accrued interest due at maturity on August 2, 2024. Pursuant to the Note Agreement, the NES Note is convertible into equity based on (i) U.S. Food and Drug Administration (“FDA”) acceptance of the New Drug Application (“NDA”), (ii) initiation of any required clinical trials by NES, or (iii) a qualified financing event by NES, as defined in the Note Agreement. The Company’s investment in the NES Note is accounted as a long-term loan receivable and is valued at amortized cost. As of both June 30, 2023 and December 31, 2022, the Company has assessed an estimated $3.5 million expected credit loss reserve on its investment based on its evaluation of probability of default that exists. The expected credit loss reserve recognized in each period represents the entire aggregate principal amount and outstanding interest incurred on the NES Note as of both June 30, 2023 and December 31, 2022.

NOTE 8. ACCRUED LIABILITIES

The following table reflects accrued liabilities as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Accrued compensation	$	1,115	$	3,117

Other accrued liabilities	7,609		6,561
Interest payable	867		1,593
Accrued royalties	692		910
Total accrued liabilities	$	10,283	$	12,181

NOTE 9. DEBT

The following table reflects the Company’s debt as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
6.5% Convertible Senior Secured Notes due 2027	$	40,000	$	70,000
Royalty Rights obligation	—		470
Total principal amount	40,000		70,470
Plus: derivative liability for embedded conversion feature	252		252
Less: unamortized debt issuance costs	(2,001)		(3,849)
Carrying value	38,251		66,873
Less: current portion of long-term debt	—		(470)
Long-term debt, net	$	38,251	$	66,403

6.5% Convertible Senior Notes due 2027

On August 22, 2022, Assertio entered into a purchase agreement (the “Purchase Agreement”), with U.S. Bank Trust Company as the trustee (the “2027 Convertible Note Trustee”) of the initial purchasers (the “Initial Purchasers”) to issue $60.0 million in aggregate principal amount of 6.5% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”). Under the Purchase Agreement, the Initial Purchasers were also granted an overallotment option to purchase up to an additional $10.0 million aggregate principal amount of the 2027 Convertible Notes solely to cover overallotment (the “Overallotment Option”) within a 13-day period from the date the initial 2027 Convertible Notes were issued. On August 24, 2022, the Initial Purchasers exercised the Overallotment Option in full for the $10.0 million aggregate principal of additional 2027 Convertible Notes. The 2027 Convertible Notes are senior unsecured obligations of the Company.

The Company used the net proceeds from the issuance of the 2027 Convertible Notes to repurchase $59.0 million aggregate principal amount of its outstanding 13% senior secured notes due 2024 (the “2024 Secured Notes”) assumed in accordance with the Company’s merger with Zyla Life Sciences (“Zyla”) in May 2020 (the “Zyla Merger”) and $3.0 million in associated interest payments pursuant to privately negotiated exchange agreements entered into concurrently with the pricing of the offering of the 2027 Convertible Notes.

On February 27, 2023, the Company completed a privately negotiated exchange of $30.0 million principal amount of the 2027 Convertible Notes (the “Convertible Note Exchange”). Pursuant to the Convertible Note Exchange, 6,990,000 shares of the Company’s common stock, plus an additional $10.5 million in cash, were issued in a partial settlement of the 2027 Convertible Notes (the “Exchanged Notes”). As a result of the Convertible Note Exchange in the first quarter of 2023, the Company recorded an induced conversion expense of approximately $8.8 million and direct transaction costs of approximately $1.1 million, the total of which is reported in Debt-related expenses in the Company’s Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2023. The induced conversion expense represents the fair value of the consideration transferred in the Convertible Note Exchange in excess of the fair value of common stock issuable under the original terms of the 2027 Convertible Notes. Additionally, approximately $1.6 million of unamortized issuance costs related to

the Exchanged Notes were recognized as Additional paid-in capital in the Company’s Condensed Consolidated Balance Sheets for the six months ended June 30, 2023.

The terms of the 2027 Convertible Notes are governed by an indenture dated August 25, 2022 (the “2027 Convertible Note Indenture”). The terms of the 2027 Convertible Notes allow for conversion into the Company’s common stock, cash, or a combination of cash and common stock, at the Company’s election only, at an initial conversion rate of 244.2003 shares of the Company’s common stock per $1,000 principal amount (equal to an initial conversion price of approximately $4.09 per share), subject to adjustments specified in the 2027 Convertible Note Indenture (the “Conversion Rate”). The 2027 Convertible Notes will mature on September 1, 2027, unless earlier repurchased or converted.

The 2027 Convertible Notes bear interest from August 25, 2022 at a rate of 6.5% per annum payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2023.

Pursuant to the terms of the Indenture, the Company and its restricted subsidiaries must comply with certain covenants, including mergers, consolidations, and divestitures; guarantees of debt by subsidiaries; issuance of preferred and/or disqualified stock; and liens on the Company’s properties or assets. The Company was in compliance with its covenants with respect to the 2027 Convertible Notes as of June 30, 2023.

The following table reflects the carrying balance of the 2027 Convertible Notes as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Principal balance	$	40,000	$	70,000
Derivative liability for embedded conversion feature	252		252
Unamortized debt issuance costs	(2,001)		(3,849)
Carrying balance	$	38,251	$	66,403

The debt issuance costs incurred related to the 2027 Convertible Notes are recognized as a debt discount and are being amortized as interest expense over the term of the 2027 Convertible Notes using the effective interest method with an effective interest rate determined to be 7.8%. During the three and six months ended June 30, 2023, the Company amortized $0.1 million and $0.2 million, respectively, of the debt discount on the 2027 Convertible Notes. During the six months ended June 30, 2023, $1.6 million of unamortized issuance costs related to the Exchanged Notes were recognized as Additional paid-in capital.

The Company determined that an embedded conversion feature included in the 2027 Convertible Notes required bifurcation from the host contract and to be recognized as a separate derivative liability carried at fair value. The estimated fair value of the derivative liability, which represents a Level 3 valuation, was $0.3 million as of both June 30, 2023 and December 31, 2022, and was determined using a binomial lattice model using certain assumptions and consideration of an increased conversion ratio on the underlying convertible notes that could result from the occurrence of certain events. All of the other embedded features of the 2027 Convertible Notes were clearly and closely related to the debt host and did not require bifurcation as a derivative liability, or the fair value of the bifurcated features was immaterial to the Company’s financial statements.

Royalty Rights Obligation

In accordance with the Zyla Merger, the Company assumed a royalty rights agreement (the “Royalty Rights”) with each of the holders of its 2024 Secured Notes pursuant to which the Company agreed to pay an aggregate 1.5% royalty on Net Sales (as defined in the indenture governing the 2027 Secured Notes) through December 31, 2022. The Royalty Rights terminated on December 31, 2022, and the Company paid in cash its remaining Royalty Rights obligations during the second quarter of 2023.

Interest Expense

Royalty Rights and debt issuance cost are amortized as interest expense using the effective interest method. The following table reflects debt-related interest included in Interest expense in the Company’s Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest on 2027 Convertible Notes	$	650	$	—	$	1,625	$	—
Interest on 2024 Secured Notes	—		2,248		—		4,548
Amortization of Royalty Rights(1)	—		21		—		48
Amortization of debt issuance costs	101		—		248		—
Total interest expense	$	751	$	2,269	$	1,873	$	4,596

(1)As a result of the extinguishment of the Royalty Rights obligation in the fourth quarter of 2022, there will be no additional amortization expense recognized in future periods.

NOTE 10. STOCK-BASED COMPENSATION

The Company’s stock-based compensation generally includes time-based restricted stock units (“RSU”) and options, as well as performance-based RSUs and options.

Stock-based compensation of $2.2 million and $4.7 million, respectively, for the three and six months ending June 30, 2023, and $1.7 million and $2.7 million, respectively, for the three and six months ended June 30, 2022, was recognized in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive Income.

During the six months ended June 30, 2023 the Company granted 0.7 million RSUs at a weighted-average fair market value of $5.64 per share, and 0.6 million options at a weighted-average fair market value of $4.49 per share.

As previously disclosed, in the three months ended June 30, 2022, the Company granted a total of 1.0 million market-based performance RSUs (“performance RSUs”) to executive officers under the Company’s Amended and Restated 2014 Omnibus Incentive Plan. At the grant date, the weighted-average fair value of the performance RSUs was determined using a Monte Carlo simulation model to be $2.24 per performance RSU. The market-based conditions of the performance RSUs were achieved in the first quarter of 2023. Then, upon vesting of the performance RSUs in the second quarter of 2023, the compensation committee of the Company’s board of directors elected, under the terms of the performance RSU grants, to settle approximately 0.3 million of the performance RSUs in cash based on their fair market value on the vesting date, and settle 0.2 million of the performance RSUs in shares of the Company’s common stock. Approximately 0.5 million of the performance RSUs were withheld to settle the employees’ tax liability.

Approximately $2.6 million was paid by the Company to cash settle the performance RSUs and $3.4 million was paid by the Company to settle the employee’s tax liability, which are included in both Common stock issuance and other impacts of the vesting and settlement of equity awards in the Company’s Condensed Consolidated Statements of Shareholders’ Equity, and Payments related to the vesting and settlement of equity awards in the Company’s Condensed Consolidated Statements of Cash Flows.

NOTE 11. LEASES

As of June 30, 2023, the Company has a non-cancelable operating lease for its corporate office, which is located in Lake Forest, Illinois (the “Lake Forest Lease”). On May 1, 2023, the Company amended the Lake Forest Lease to reduce the size of leased premises and extend the term of the lease through December 31, 2030. In conjunction with the amendment of the Lake Forest Lease on May 1, 2023, the Company recognized an increase to both operating right-of-use asset and noncurrent operating lease liability of approximately $1.3 million, calculated using a discount rate of 7.41%.

Prior to the Company’s corporate headquarters relocation in 2018, the Company had leased its previous corporate office in Newark, California (the “Newark Lease”), which terminated at the end of November 2022. The Newark lease was partially subleased through the lease term of November 2022. Operating lease costs and sublease income related to the Newark facility are accounted for in Other gain in the Company’s Condensed Consolidated Statements of Comprehensive Income.

Sublease income for the six months ended June 30, 2022 includes a gain of $0.6 million from the early termination and settlement of a Newark facility sublease during the first quarter of 2022.

The following table reflects lease expense and income for the three and six months ended June 30, 2023 and 2022 (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,
	Financial Statement Classification	2023		2022		2023		2022
Operating lease cost	Selling, general and administrative expenses	$	57	$	39	$	96	$	79
Operating lease cost	Other gain (loss)	—		148		—		296
Total lease cost		$	57	$	187	$	96	$	375

Sublease Income	Other gain (loss)	$	—	$	168	$	—	$	943

The following table reflects supplemental cash flow information related to leases for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases	$	104	$	530	$	208	$	1,060

The following table reflects supplemental balance sheet information related to leases as of June 30, 2023 and December 31, 2022 (in thousands):


	Financial Statement Classification	June 30, 2023		December 31, 2022
Assets
Operating lease right-of-use assets	Other long-term assets	$	1,329	$	137
Liabilities
Current operating lease liabilities	Other current liabilities	$	229	$	401
Noncurrent operating lease liabilities	Other long-term liabilities	1,251		—
Total lease liabilities		$	1,480	$	401

NOTE 12. COMMITMENTS AND CONTINGENCIES

Jubilant HollisterStier Manufacturing and Supply Agreement

Pursuant to the Zyla Merger, the Company assumed a Manufacturing and Supply Agreement (the “Jubilant HollisterStier Agreement”) with Jubilant HollisterStier LLC (“JHS”) pursuant to which the Company engaged JHS to provide certain services related to the manufacture and supply of SPRIX for the Company’s commercial use. Under the Jubilant HollisterStier Agreement, JHS is responsible for supplying a minimum of 75% of the Company’s annual requirements of SPRIX. The Company agreed to purchase a minimum number of batches of SPRIX per calendar year from JHS over the term of the Jubilant HollisterStier Agreement. Total commitments to JHS through the remainder of 2023 are approximately $1.0 million.

Cosette Pharmaceuticals Supply Agreement

Pursuant to the Zyla Merger, the Company assumed a Collaborative License, Exclusive Manufacture and Global Supply Agreement with Cosette Pharmaceuticals, Inc. (formerly G&W Laboratories, Inc.) (the “Cosette Supply Agreement”) for the manufacture and supply of INDOCIN Suppositories to Zyla for commercial distribution in the United States. On July 9, 2021, the Company and Cosette entered into Amendment No. 3 to the Cosette Supply Agreement, to among other things, extend the expiration date of the Cosette Supply Agreement from July 31, 2023 to July 9, 2028. The Company is obligated to

purchase all of its requirements for INDOCIN Suppositories from Cosette Pharmaceuticals, Inc., and is required to meet minimum purchase requirements each calendar year during the extended term of the Cosette Supply Agreement. Total commitments to Cosette under the Cosette Supply Agreement are approximately $6.3 million annually through the end of the contract term.

Antares Supply Agreement

In connection with the Otrexup acquisition, the Company entered into a supply agreement with Antares pursuant to which Antares will manufacture and supply the finished Otrexup products (the “Antares Supply Agreement”). Under the Antares Supply Agreement, the Company has agreed to annual minimum purchase obligations from Antares, which approximate $2.0 million annually. The Antares Supply Agreement has an initial term through December 2031 with renewal terms beyond.

General

The Company is currently involved in various lawsuits, claims, investigations and other legal proceedings that arise in the ordinary course of business. The Company recognizes a loss contingency provision in its financial statements when it concludes that a contingent liability is probable, and the amount thereof is estimable. Costs associated with our involvement in legal proceedings are expensed as incurred. Amounts accrued for legal contingencies are based on management’s best estimate of a loss based upon the status of the cases described below, assessments of the likelihood of damages, and the advice of counsel and often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. As of both June 30, 2023 and December 31, 2022, the Company had a legal contingency accrual of approximately $3.2 million. The Company continues to monitor each matter and adjust accruals as warranted based on new information and further developments in accordance with Accounting Standards Codification (“ASC”) 450-20-25. For matters discussed below for which a loss is not probable, or a probable loss cannot be reasonably estimated, no liability has been recorded. Provisions for loss contingencies are recorded in Selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Comprehensive Income and the related accruals are recorded in Accrued liabilities in the Company’s Condensed Consolidated Balance Sheets.

On July 31, 2023, the Company announced the completion of its acquisition of Spectrum (See Note 17, Subsequent Events). In connection with the purchase accounting process, the Company will be assessing the financial impact of Spectrum’s pending legal proceedings.

Other than matters that we have disclosed below, the Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of its business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. The Company may also become party to further litigation in federal and state courts relating to opioid drugs. Although actions, claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, other than the matters set forth below, the Company is not currently involved in any matters that the Company believes may have a material adverse effect on its business, results of operations, cash flows or financial condition. However, regardless of the outcome, litigation can have an adverse impact on the Company because of associated cost and diversion of management time.

Glumetza Antitrust Litigation

Antitrust class actions and related direct antitrust actions were filed in the U.S. District Court for the Northern District of California against the Company and several other defendants relating to our former drug Glumetza®. The plaintiffs sought to represent a putative class of direct purchasers of Glumetza. In addition, several retailers, including CVS Pharmacy, Inc., Rite Aid Corporation, Walgreen Co., the Kroger Co., the Albertsons Companies, Inc., H-E-B, L.P., and Hy-Vee, Inc. (the “Retailer Plaintiffs”), filed substantially similar direct purchaser antitrust claims in the same District Court.

On July 30, 2020, Humana Inc. (“Humana”) also filed a complaint against the Company and several other defendants in the U.S. District court for the Northern District of California alleging similar claims related to Glumetza. The claims asserted by Humana in its federal case were ultimately withdrawn, and analogous claims were instead asserted by Humana in an action it filed in the California Superior Court of Alameda on February 8, 2021, and subsequently amended in September 2021. Additionally, on April 5, 2022, Health Care Service Corporation (“HCSC”) filed a complaint against the Company and the same other defendants in the California Superior Court of Alameda alleging similar claims related to Glumetza.

These antitrust cases arise out of a Settlement and License Agreement (the “Settlement”) that the Company, Santarus, Inc. (“Santarus”) and Lupin Limited (“Lupin”) entered into in February 2012 that resolved patent infringement litigation filed by the Company against Lupin regarding Lupin’s Abbreviated New Drug Application for generic 500 mg and 1000 mg tablets

of Glumetza. The antitrust plaintiffs allege, among other things, that the Settlement violated the antitrust laws because it allegedly included a “reverse payment” that caused Lupin to delay its entry in the market with a generic version of Glumetza. The alleged “reverse payment” is an alleged commitment on the part of the settling parties not to launch an authorized generic version of Glumetza for a certain period. The antitrust plaintiffs allege that the Company and its co-defendants, which include Lupin as well as Bausch Health (the alleged successor in interest to Santarus), are liable for damages under the antitrust laws for overcharges that the antitrust plaintiffs allege they paid when they purchased the branded version of Glumetza due to delayed generic entry. Plaintiffs seek treble damages for alleged past harm, attorneys’ fees and costs.

On September 14, 2021, the Retailer Plaintiffs voluntarily dismissed all claims against the Company pursuant to a settlement agreement with the Company in return for $3.15 million. On February 3, 2022, the District Court issued its final order approving a settlement of the direct purchaser class plaintiffs’ claims against the Company in return for $3.85 million.

With respect to the California state court lawsuits, on November 24, 2021, the state court granted in part and denied in part a demurrer by the defendants in the Humana action. That case was consolidated in November 2022 with the HCSC action for pre-trial and trial purposes. On July 5, 2023, the state court denied a motion for judgment on the pleadings filed by the defendants in the Humana action. These California state cases are now in the midst of discovery, and trial is scheduled for 2024.

The Company intends to defend itself vigorously in the consolidated California state court lawsuits. A liability for this matter has been recorded in the financial statements.

Opioid-Related Request and Subpoenas

As a result of the greater public awareness of the public health issue of opioid abuse, there has been increased scrutiny of, and investigation into, the commercial practices of opioid manufacturers generally by federal, state, and local regulatory and governmental agencies. In March 2017, Assertio Therapeutics received a letter from then-Sen. Claire McCaskill (D-MO), the then-Ranking Member on the U.S. Senate Committee on Homeland Security and Governmental Affairs, requesting certain information regarding Assertio Therapeutics’ historical commercialization of opioid products. Assertio Therapeutics voluntarily furnished information responsive to Sen. McCaskill’s request. Since 2017, Assertio Therapeutics has received and responded to subpoenas from the U.S. Department of Justice (“DOJ”) seeking documents and information regarding its historical sales and marketing of opioid products. Assertio Therapeutics has also received and responded to subpoenas or civil investigative demands focused on its historical promotion and sales of Lazanda, NUCYNTA, and NUCYNTA ER from various state attorneys general seeking documents and information regarding Assertio Therapeutics’ historical sales and marketing of opioid products. In addition, Assertio Therapeutics received and responded to a subpoena from the State of California Department of Insurance (“CDI”) seeking information relating to its historical sales and marketing of Lazanda. The CDI subpoena also seeks information on Gralise, a non-opioid product formerly in Assertio Therapeutics’ portfolio. In addition, Assertio Therapeutics received and responded to a subpoena from the New York Department of Financial Services seeking information relating to its historical sales and marketing of opioid products. The Company has also received a subpoena from the New York Attorney General, pursuant to which the New York Attorney General is seeking information concerning the sales and marketing of opioid products (Lazanda, NUCYNTA, NUCYNTA ER, and OXAYDO) by Assertio Therapeutics and Zyla. The Company also from time to time receives and responds to subpoenas from governmental authorities related to investigations primarily focused on third parties, including healthcare practitioners. The Company is cooperating with the foregoing governmental investigations and inquiries.

In July 2022, the Company became aware that the DOJ issued a press release stating that it had settled claims against a physician whom the DOJ alleged had received payments for paid speaking and consulting work from two pharmaceutical companies, including Depomed, Inc. (“Depomed,” now known as Assertio Therapeutics), in exchange for prescribing certain of the companies’ respective products. As part of the settlement, the physician did not admit liability for such claims and the press release stated that there has been no determination of any liability for such claims. The Company denies any wrongdoing and disputes DOJ’s characterization of the payments from Depomed.

Multidistrict and Other Federal Opioid Litigation

A number of pharmaceutical manufacturers, distributors and other industry participants have been named in numerous lawsuits around the country brought by various groups of plaintiffs, including city and county governments, hospitals, individuals and others. In general, the lawsuits assert claims arising from defendants’ manufacturing, distributing, marketing and promoting of FDA-approved opioid drugs. The specific legal theories asserted vary from case to case, but the lawsuits generally include federal and/or state statutory claims, as well as claims arising under state common law. Plaintiffs seek various forms of damages, injunctive and other relief and attorneys’ fees and costs.

For such cases filed in or removed to federal court, the Judicial Panel on Multi-District Litigation issued an order in December 2017, establishing a Multi-District Litigation court (“MDL Court”) in the Northern District of Ohio (In re National Prescription Opiate Litigation, Case No. 1:17-MD-2804). Since that time, more than 2,000 such cases that were originally filed in U.S. District Courts, or removed to federal court from state court, have been filed in or transferred to the MDL Court. Assertio Therapeutics is currently involved in a subset of the lawsuits that have been filed in or transferred to the MDL Court. Assertio Holdings has also been named in six such cases. In April 2022, the Judicial Panel on Multi-District Litigation issued an order stating that it would no longer transfer new opioid cases to the MDL Court. Since that time, Assertio Therapeutics has been named in lawsuits pending in federal courts outside of the MDL Court (in Georgia, Florida and New York). Plaintiffs may file additional lawsuits in which the Company may be named. Plaintiffs in the pending federal cases involving Assertio Therapeutics or Assertio Holdings include individuals; county, municipal and other governmental entities; employee benefit plans, health insurance providers and other payors; hospitals, health clinics and other health care providers; Native American tribes; and non-profit organizations who assert, for themselves and in some cases for a putative class, federal and state statutory claims and state common law claims, such as conspiracy, nuisance, fraud, negligence, gross negligence, negligent and intentional infliction of emotional distress, deceptive trade practices, and products liability claims (defective design/failure to warn). In these cases, plaintiffs seek a variety of forms of relief, including actual damages to compensate for alleged personal injuries and for alleged past and future costs such as to provide care and services to persons with opioid-related addiction or related conditions, injunctive relief, including to prohibit alleged deceptive marketing practices and abate an alleged nuisance, establishment of a compensation fund, establishment of medical monitoring programs, disgorgement of profits, punitive and statutory treble damages, and attorneys’ fees and costs. No trial date has been set in any of these lawsuits, which are at an early stage of proceedings. Assertio Therapeutics and Assertio Holdings intend to defend themselves vigorously in these matters.

State Opioid Litigation

Related to the federal cases noted above, there have been hundreds of similar lawsuits filed in state courts around the country, in which various groups of plaintiffs assert opioid-drug related claims against similar groups of defendants. Assertio Therapeutics is currently named in a subset of those cases, including cases in Delaware, Missouri, Nevada, Pennsylvania, Texas and Utah. Assertio Holdings is named as a defendant in one of these cases in Pennsylvania. Plaintiffs may file additional lawsuits in which the Company may be named. In the pending cases involving Assertio Therapeutics or Assertio Holdings, plaintiffs are asserting state common law and statutory claims against the defendants similar in nature to the claims asserted in the MDL cases. Plaintiffs are seeking actual damages, disgorgement of profits, injunctive relief, punitive and statutory treble damages, and attorneys’ fees and costs. The state lawsuits in which Assertio Therapeutics or Assertio Holdings has been served are generally each at an early stage of proceedings. Assertio Therapeutics and Assertio Holdings intend to defend themselves vigorously in these matters.

Insurance Litigation

On January 15, 2019, Assertio Therapeutics was named as a defendant in a declaratory judgment action filed by Navigators Specialty Insurance Company (“Navigators”) in the U.S. District Court for the Northern District of California (Case No. 3:19-cv-255). Navigators was Assertio Therapeutics’ primary product liability insurer. Navigators was seeking declaratory judgment that opioid litigation claims noticed by Assertio Therapeutics (as further described above under “Multidistrict and Other Federal Opioid Litigation” and “State Opioid Litigation”) are not covered by Assertio Therapeutics’ life sciences liability policies with Navigators. On February 3, 2021, Assertio Therapeutics entered into a Confidential Settlement Agreement and Mutual Release with Navigators to resolve the declaratory judgment action and Assertio Therapeutics’ counterclaims. Pursuant to the Settlement Agreement, the parties settled and the coverage action was dismissed without prejudice.

During the first quarter of 2021, Assertio Therapeutics received $5.0 million in insurance reimbursement for previous opioid-related spend, which was recognized within Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2021.

On July 16, 2021, Assertio Therapeutics filed a complaint for declaratory relief against one of its excess products liability insurers, Lloyd’s of London Newline Syndicate 1218 and related entities (“Newline”), in the Superior Court of the State of California for the County of Alameda. Newline removed the case to the U.S. District Court for the Northern District of California (Case No. 3:21-cv-06642). Assertio Therapeutics was seeking a declaratory judgment that Newline has a duty to defend Assertio Therapeutics or, alternatively, to reimburse Assertio Therapeutics’ attorneys’ fees and other defense costs for opioid litigation claims noticed by Assertio Therapeutics. On May 18, 2022, Assertio Therapeutics entered into a Confidential Settlement Agreement and Mutual Release with Newline to resolve Assertio Therapeutics’ declaratory judgment action. Pursuant to the Settlement Agreement, the parties settled and the coverage action was dismissed with prejudice.

During the second quarter of 2022, Assertio Therapeutics received $2.0 million in insurance reimbursement for previous opioid-related spend, which was recognized within Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2022.

On April 1, 2022, Assertio Therapeutics filed a complaint for negligence and breach of fiduciary duty against its former insurance broker, Woodruff-Sawyer & Co. (“Woodruff”), in the Superior Court of the State of California for the County of Alameda (Case No. 22CV009380). Assertio Therapeutics is seeking to recover its damages caused by Woodruff’s negligence and breaches of its fiduciary duties in connection with negotiating and procuring products liability insurance coverage for Assertio Therapeutics. The parties are in discovery. Trial is scheduled for February 2024.

NOTE 13. SHAREHOLDERS EQUITY

Exchanged Convertible Notes

Related to the Convertible Note Exchange (See Note 9, Debt) in the first quarter of 2023, the Company paid an aggregate of $10.5 million in cash and issued an aggregate of approximately 7.0 million shares of its common stock in the transactions. The Company did not receive any cash proceeds from the issuance of the shares of its common stock but recognized additional paid-in capital of $28.3 million during the six months ended June 30, 2023 related to the common stock share issuance, net of approximately $1.6 million of unamortized issuance costs related to the Exchanged Notes.

At-The-Market Program

The Company is party to a sales agreement with Roth Capital Partners, LLC (“Roth”) as sales agent to sell shares of the Company’s common stock, from time to time, through an at-the-market (“ATM”) offering program having an aggregate offering price of up to $25.0 million. As a result of the issuance of the 2027 Convertible Notes (See Note 9, Debt), the Company has determined to suspend use of its ATM offering program. Prior to suspending the ATM offering program, 2,463,637 shares had been issued and settled at an average price of $3.02, through which the Company received gross proceeds of $7.4 million, and net proceeds after commission and fees of $7.0 million.

Warrant Agreements

Upon the Zyla Merger, the Company assumed Zyla’s outstanding warrants which provided the holder the right to receive shares of the Company’s common stock. The warrants were exercisable at any time at an exercise price of $0.0016 per share, subject to certain ownership limitations including, with respect to Iroko Pharmaceuticals, Inc. and its affiliates, that no such exercise may increase the aggregate ownership of the Company’s outstanding common stock of such parties above 49% of the number of shares of its common stock then outstanding for a period of 18 months.

During the six months ended June 30, 2022, 0.4 million warrants were exercised, and 0.4 million of the Company’s common shares, were issued by the Company. Subsequent to these warrant exercises in the six months ended June 30, 2022, there were no outstanding warrants remaining.

NOTE 14. NET INCOME PER SHARE

Basic net income per share is calculated by dividing the net income by the weighted-average number of shares of common stock outstanding during the period.

Diluted net income per share is calculated by dividing the net income by the weighted-average number of shares of common stock outstanding during the period, plus potentially dilutive common shares, consisting of stock-based awards and

equivalents, and convertible debt. For purposes of this calculation, stock-based awards and convertible debt are considered to be potential common shares and are only included in the calculation of diluted net income per share when their effect is dilutive. The Company uses the treasury-stock method to compute diluted earnings per share with respect to its stock-based awards and equivalents. The Company uses the if-converted method to compute diluted earnings per share with respect to its convertible debt. Under the if-converted method, the Company assumes any convertible debt outstanding was converted at the beginning of each period presented when the effect is dilutive. As a result, interest expense, net of tax, and any other income statement impact associated with the 2027 Convertible Notes, net of tax, is added back to net income used in the diluted earnings per share calculation. Additionally, the diluted shares used in the diluted earnings per share calculation includes the potential dilution effect of the convertible debt if converted into the Company’s common stock. For the three months ended June 30, 2023, the Company’s potentially dilutive convertible debt was included in the computation of diluted net income per share. However, for the six months ended June 30, 2023, the Company’s potentially dilutive convertible debt was not included in the computation of diluted net income per share, because to do so would be anti-dilutive.

The following table reflects the calculation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022 (in thousands, except for per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic net income per share
Net income	$	8,470	$	7,834	$	4,986	$	16,898
Weighted-average common shares outstanding	56,142		46,274		53,588		45,746
Basic net income per share	$	0.15	$	0.17	$	0.09	$	0.37

Diluted net income per share
Net income	$	8,470	$	7,834	$	4,986	$	16,898

Add: Convertible debt interest expense, net of tax	563		—		—		—
Adjusted net income	9,033		7,834		4,986		16,898
Weighted-average common shares and share equivalents outstanding	56,142		46,274		53,588		45,746
Add: effect of dilutive stock-based awards and equivalents	4,234		1,305		4,422		1,111
Add: effect of dilutive convertible debt under if-converted method	9,768		—		—		—
Denominator for diluted net income per share	70,144		47,579		58,010		46,857
Diluted net income per share	$	0.13	$	0.16	$	0.09	$	0.36

The following table reflects outstanding potentially dilutive common shares that are not included in the computation of diluted net income per share, because to do so would be anti-dilutive, for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Convertible notes	—	—	12,116	—
Stock-based awards and equivalents	721	2,124	548	1,614
Total potentially dilutive common shares	721	2,124	12,664	1,614

NOTE 15. FAIR VALUE

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

•Level 1: Quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table reflects the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 (in thousands):


June 30, 2023	Financial Statement Classification	Level 1		Level 2		Level 3		Total
Assets:

U.S. Treasuries	Cash and cash equivalents	$	—	$	30,928	$	—	$	30,928
U.S. Government agencies	Cash and cash equivalents	—		15,699		—		15,699
Money market funds	Cash and cash equivalents	19,635		—		—		19,635
Total		$	19,635	$	46,627	$	—	$	66,262
Liabilities:
Short-term contingent consideration	Contingent consideration, current portion	$	—	$	—	$	14,900	$	14,900
Long-term contingent consideration	Contingent consideration	—		—		27,600		27,600
Derivative liability	Long-term debt	—		—		252		252
Total		$	—	$	—	$	42,752	$	42,752


December 31, 2022	Financial Statement Classification	Level 1		Level 2		Level 3		Total
Assets:
Commercial paper	Cash and cash equivalents	$	—	$	4,983	$	—	$	4,983
U.S. Treasuries	Cash and cash equivalents	—		3,981		—		3,981
U.S. Government agencies	Cash and cash equivalents	—		10,937		—		10,937
Money market funds	Cash and cash equivalents	38,478		—		—		38,478
Total		$	38,478	$	19,901	$	—	$	58,379
Liabilities:
Short-term contingent consideration	Contingent consideration, current portion	$	—	$	—	$	26,300	$	26,300
Long-term contingent consideration	Contingent consideration	—		—		22,200		22,200
Derivative liability	Long-term debt	—		—		252		252
Total		$	—	$	—	$	48,752	$	48,752

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity date of purchase of three months or less to be cash equivalents. The Company invests its cash in money market funds and marketable securities including U.S. Treasury and government agency securities, commercial paper, and higher quality debt securities of financial and commercial institutions. The Company classified money market funds as Level 1, due to their short-term maturity, and measured the fair value based on quoted prices in active markets for identical assets. The Company classified commercial paper, U.S. Treasury and government agency securities as Level 2, as the inputs used to value these instruments are directly observable or can be corroborated by observable market data for substantially the full term of the assets.

Contingent Consideration Obligation

Pursuant to the Zyla Merger, the Company assumed a contingent consideration obligation which is measured at fair value. The Company has obligations to make contingent consideration payments for future royalties to an affiliate of CR Group L.P. based upon annual INDOCIN product net sales over $20.0 million at a 20% royalty through January 2029. The Company classified the acquisition-related contingent consideration liabilities to be settled in cash as Level 3, due to the lack of relevant

observable inputs and market activity. As of June 30, 2023 and December 31, 2022, INDOCIN product contingent consideration was $42.5 million and $48.5 million, respectively, with $14.9 million and $26.3 million classified as short-term and $27.6 million and $22.2 million classified as long-term contingent consideration, respectively, in the Company’s Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2023, the Company recognized an expense of $0.2 million and $9.4 million, respectively, for the change in fair value of contingent consideration, which was recognized in Fair value of contingent consideration in the Company’s Condensed Consolidated Statements of Comprehensive Income. During the three and six months ended June 30, 2022, the Company recognized an expense of $1.3 million and $2.9 million, respectively, for the change in fair value of contingent consideration. The fair value of the contingent consideration is determined using an option pricing model under the income approach based on estimated INDOCIN product revenues through January 2029 and discounted to present value. The significant assumptions used in the calculation of the fair value as of June 30, 2023 included revenue volatility of 35%, discount rate of 9.0%, credit spread of 4.6% and updated projections of future INDOCIN product revenues.

The following table summarizes changes in fair value of the contingent consideration that is measured on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value, beginning of the period	$	51,058	$	37,459	$	48,500	$	37,659
Change in fair value of contingent consideration recorded within costs and expenses	241		1,300		9,408		2,945
Cash payment related to contingent consideration	(8,799)		(2,000)		(15,408)		(3,845)
Fair value, end of the period	$	42,500	$	36,759	$	42,500	$	36,759

Financial Instruments Not Required to be Remeasured at Fair Value

The Company’s other financial assets and liabilities, including trade accounts receivable and accounts payable, are not remeasured to fair value, as the carrying cost of each approximates its fair value. On August 22, 2022, the Company issued the 2027 Convertible Notes. As of June 30, 2023, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion option, was approximately $64.6 million, compared to a par value of $40.0 million. As of December 31, 2022, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion option, was approximately $92.5 million, compared to a par value of $70.0 million. The Company estimated the fair value of its 2027 Convertible Notes as of June 30, 2023 and December 31, 2022 based on a market approach which represents a Level 2 valuation.

NOTE 16. INCOME TAXES

During the year ended December 31, 2022, the Company reversed a majority of its previously recorded valuation allowances against the net deferred tax asset (“DTA”). The valuation allowance is determined in accordance with the provisions of ASC 740, Income Taxes, which require an assessment of both negative and positive evidence when measuring the need for a valuation allowance. The exact timing and amount of the valuation allowance releases are subject to change based on the level of profitability achieved in future periods. The Company continues to assess the realizability of its deferred tax assets on a quarterly basis. As part of its valuation allowance assessment, the Company primarily relied on its projected availability of future taxable income from pre-tax income forecasts and reversing taxable temporary differences. As of June 30, 2023, the Company estimates to retain $11.8 million of valuation allowance for the year ending December 31, 2023, because realization of the future benefits for the associated deferred tax assets is uncertain.

For the three and six months ended June 30, 2023, the Company recorded an income tax expense of $3.9 million and $1.8 million, respectively. The difference between the income tax expense in each period and the tax at the federal statutory rate of 21.0% on current year operations is principally due to state taxes, disallowed officer’s compensation, and capital expenses, offset by a partial reversal of previously recorded valuation allowance.

The Company files income tax returns in the United States federal jurisdiction and in various states. The statutes of limitations for the Company's tax returns filed for the years 2007 through 2021 have not expired. Because of net operating losses and unutilized research and development credits, substantially all of the Company’s tax years remain open to examination. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense by

the Company. As of June 30, 2023, the Company did not have significant accrued interest and penalties associated with unrecognized tax benefits.

NOTE 17. SUBSEQUENT EVENTS

On July 31, 2023, the Company completed the Spectrum Merger. Pursuant to the Merger Agreement, each share of the common stock of Spectrum (“Spectrum Common Stock”) issued and outstanding immediately prior to the Effective Date, as well as Spectrum restricted stock units, certain stock appreciation rights, certain options to purchase Spectrum Common Stock, and warrants to purchase Spectrum Common Stock, which, in each case, were outstanding immediately prior to the Effective Date and were either vested or became vested as a result of the Spectrum Merger on the Effective Date, were converted into the right to receive (i) 0.1783 (the “Exchange Ratio”) of a fully paid and non-assessable share of the Company’s common stock and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding, and (ii) one contingent value right (“CVR”) representing a contractual right to receive future conditional payments worth up to an aggregate maximum amount of $0.20 per share payable in cash, additional shares of the Company’s common stock, or a combination thereof, at the Company’s sole discretion. Subject to adjustments, each CVR shall represent the right to receive up to $0.10 payable upon ROLVEDON® net sales (less certain deductions) achieving $175 million during the calendar year ending December 31, 2024, and up to $0.10 payable upon ROLVEDON® net sales (less certain deductions) achieving $225 million during the calendar year ending December 31, 2025.

The Company expects the Spectrum Merger to be accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805. The results of operations of Spectrum will be included in the Company’s condensed consolidated financial statements as of the Effective Date. As a result of the Spectrum Merger, the Company expects to issue approximately 38 million shares of its common stock.

On August 3, 2023, a generic pharmaceutical company announced that it received approval from the FDA to manufacture and market 50 mg indomethacin suppositories, the generic version of INDOCIN Suppositories, and was granted a Competitive Generic Therapy (“CGT”) designation and 180-day CGT exclusivity to market the product, which it has now commenced. The Company is assessing the financial impact of this generic competition on its future results of operations, financial condition, and cash flows.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COMPANY OVERVIEW

We are a commercial pharmaceutical company offering differentiated products to patients utilizing a non-personal promotional model. Our commercial portfolio of branded products focuses on three areas: neurology, rheumatology, and pain and inflammation. We have built our commercial portfolio through a combination of increased opportunities with existing products, as well as through the acquisition or licensing of additional approved products. Our primary marketed products are:


INDOCIN® (indomethacin) Suppositories			A suppository and oral solution of indomethacin used both in hospitals and out-patient settings. Both products are nonsteroidal anti-inflammatory drug (NSAID), indicated for:
			• Moderate to severe rheumatoid arthritis including acute flares of chronic disease
			• Moderate to severe ankylosing spondylitis
INDOCIN® (indomethacin) Oral Suspension			• Moderate to severe osteoarthritis
			• Acute painful shoulder (bursitis and/or tendinitis)
			• Acute gouty arthritis
Otrexup® (methotrexate) injection for subcutaneous use			A once weekly single-dose auto-injector containing a prescription medicine, methotrexate. Otrexup is a folate analog metabolic inhibitor indicated for the:
			• Management of patients with severe, active rheumatoid arthritis (RA) and polyarticular juvenile idiopathic arthritis (pJIA), who are intolerant of or had an inadequate response to first-line therapy.
			• Symptomatic control of severe, recalcitrant, disabling psoriasis in adults who are not adequately responsive to other forms of therapy.
Sympazan® (clobazam) oral film			A benzodiazepine indicated for the adjunctive treatment of seizures associated with Lennox-Gastaut Syndrome (LGS) in patients aged two years of age or older . Sympazan is the only product to offer clobazam in a convenient film with PharmFilm® technology. Sympazan is taken without water or liquid, adheres to the tongue, and dissolves to deliver clobazam.
SPRIX® (ketorolac tromethamine) Nasal Spray			A prescription NSAID indicated in adult patients for the short-term (up to five days) management of moderate to moderately severe pain that requires analgesia at an opioid level. SPRIX is a non-narcotic nasal spray that provides patients with moderate to moderately severe short-term pain a form of ketorolac that is absorbed rapidly but does not require an injection administered by a healthcare provider.
CAMBIA® (diclofenac potassium for oral solution)			A prescription NSAID indicated for the acute treatment of migraine attacks with or without aura in adults 18 years of age or older. CAMBIA can help patients with migraine pain, nausea, photophobia (sensitivity to light), and phonophobia (sensitivity to sound). CAMBIA is not a pill; it is a powder, and combining CAMBIA with water activates the medicine in a unique way.
Zipsor® (diclofenac potassium) Liquid filled capsules			A prescription NSAID used for relief of mild-to-moderate pain in adults (18 years of age and older). Zipsor uses proprietary ProSorb® delivery technology to deliver a finely dispersed, rapid and consistently absorbed formulation of diclofenac.

Other commercially available products include OXAYDO® (oxycodone HCI, USP) tablets for oral use only —CII.

On April 24, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spectrum Pharmaceuticals, Inc. (“Spectrum”), a commercial stage biopharmaceutical company focused on novel and targeted oncology products, to acquire Spectrum. On July 31, 2023 (the “Effective Date”), we completed the acquisition of Spectrum pursuant to the Merger Agreement (the “Spectrum Merger”).

Pursuant to the Merger Agreement, each share of the common stock of Spectrum (“Spectrum Common Stock”) issued and outstanding immediately prior to the Effective Date, as well as Spectrum restricted stock units, certain stock appreciation rights, certain options to purchase Spectrum Common Stock, and warrants to purchase Spectrum Common Stock, which, in each case, were outstanding immediately prior to the Effective Date and were either vested or became vested as a result of the Spectrum Merger on the Effective Date, were converted into the right to receive (i) 0.1783 (the “Exchange Ratio”) of a fully paid and non-assessable share of our common stock and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding, and (ii) one contingent value right (“CVR”) representing a contractual right to receive future conditional payments

worth up to an aggregate maximum amount of $0.20 per share payable in cash, additional shares of the Company’s common stock, or a combination thereof, at our sole discretion. Subject to adjustments, each CVR shall represent the right to receive up to $0.10 payable upon ROLVEDON® net sales (less certain deductions) achieving $175 million during the calendar year ending December 31, 2024, and up to $0.10 payable upon ROLVEDON® net sales (less certain deductions) achieving $225 million during the calendar year ending December 31, 2025.

We expect the Spectrum Merger to be accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805. The results of operations of Spectrum will be included in our condensed consolidated financial statements as of the Effective Date.

On August 22, 2022, we issued $70.0 million aggregate principal amount of Convertible Senior Notes which mature on September 1, 2027 and bear interest at the rate of 6.5% per annum, payable semi-annually in arrears on March 1 and September 1 of each year beginning March 1, 2023 (the “2027 Convertible Notes”). We used the net proceeds from the issuance of the 2027 Convertible Notes to repurchase the remaining $59.0 million aggregate principal amount of our outstanding 13.0% Senior Secured Notes due 2024 (the “2024 Secured Notes”) and $3.0 million in associated interest payment pursuant to privately negotiated exchange agreements entered into concurrently with the pricing of the 2027 Convertible Notes. We expect to use the remaining net proceeds from the 2027 Convertible Notes for general corporate purposes.

On February 27, 2023, we completed a privately negotiated exchange of $30.0 million principal amount of the 2027 Convertible Notes (the “Convertible Note Exchange”). Pursuant to the Convertible Note Exchange, 6,990,000 shares of the Company’s common stock, plus an additional $10.5 million in cash, were issued in a partial settlement of the 2027 Convertible Notes (the “Exchanged Notes”). Refer to Note 9 of the accompanying Condensed Consolidated Financial Statements for additional information on the 2027 Convertible Notes.

On August 3, 2023, a generic pharmaceutical company announced that it received approval from the U.S. Food and Drug Administration (“FDA”) to manufacture and market a generic version of INDOCIN Suppositories. Refer to Note 17 of the accompanying Condensed Consolidated Financial Statements for additional information.

Segment Information

We manage our business within one reportable segment. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. To date, substantially all of revenues from product sales are related to sales in the U.S.

FORWARD-LOOKING INFORMATION

Statements made in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “seek,” “estimate,” “could,” “might,” “should,” “goal,” “target,” “project,” “approximate”, “potential,” “opportunity,” “pursue,” “strategy,” “prospective” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements include, but are not necessarily limited to, those relating to:

•the commercial success and market acceptance of our products, including the coverage of our products by payors and pharmacy benefit managers;

•our ability to successfully develop and execute our sales, marketing and non-personal and digital promotion strategies, including developing and maintaining relationships with customers, physicians, payors and other constituencies;

•the entry and sales of generics of our products (including the INDOCIN products which are not patent protected and now face generic competition as a result of the August 2023 approval and launch of generic indomethacin suppositories and potential additional generic competition at any time after the 180-day Competitive Generic Therapy (“CGT”) exclusivity expires) and/or other products competitive with any of our products (including indomethacin suppositories compounded by hospitals and other institutions including a 503B compounder that commenced sales of

its competitive product in the second half of 2022, in what we believe to be violation of certain provisions of the Food, Drug and Cosmetic Act);

•the uncertainty around the potential impacts of the August 2023 approval and launch of generic indomethacin suppositories, as well as potential additional generic indomethacin suppositories after the 180-day CGT exclusivity expires, on our future results of operations, financial condition, and cash flows;

•our ability to successfully execute our business strategy, business development, strategic partnerships, and investment opportunities to build and grow for the future, including through product acquisitions, commercialization agreements, licensing or technology agreements, equity investments, and business combinations;

•our ability to achieve the expected financial performance from products we acquire, as well as delays, challenges and expenses, and unexpected costs associated with integrating and operating newly-acquired products;

•our expectations regarding industry trends, including pricing pressures and managed healthcare practices;

•our ability to attract and retain key executive leadership;

•the potential impacts of future outbreaks of epidemics, pandemics or other diseases, including volatility in prescriptions associated with elective procedures, on our liquidity, capital resources, operations and business and those of the third parties on which we rely, including suppliers and distributors;

•the ability of our third-party manufacturers to manufacture adequate quantities of commercially salable inventory and active pharmaceutical ingredients for each of our products, and our ability to maintain our supply chain, which relies on single-source suppliers;

•the outcome of, and our intentions with respect to, any litigation or investigations, including antitrust litigation, opioid-related investigations, opioid-related litigation and related claims for negligence and breach of fiduciary duty against our former insurance broker, and other disputes and litigation, and the costs and expenses associated therewith;

•our compliance or non-compliance with, or being subject to, legal and regulatory requirements related to the development or promotion of pharmaceutical products in the United States (“U.S.”);

•our ability to obtain and maintain intellectual property protection for our products and operate our business without infringing the intellectual property rights of others;

•our ability to generate sufficient cash flow from our business to fund operations and to make payments on our indebtedness, our ability to restructure or refinance our indebtedness, if necessary, and our compliance with the terms and conditions of the agreements governing our indebtedness;

•our ability to raise additional capital or refinance our debt, if necessary;

•our intentions or expectations regarding the use of available funds and any future earnings or the use of net proceeds from securities offerings;

•our commitments and estimates regarding future obligations, contingent consideration obligations and other expenses, future revenues, capital requirements and needs for additional financing;

•our counterparties’ compliance or non-compliance with their obligations under our agreements;

•variations in revenues obtained from commercialization agreements, including contingent milestone payments, royalties, license fees and other contract revenues, including non-recurring revenues, and the accounting treatment with respect thereto;

•the timing, cost and results of any future research and development efforts including potential clinical studies relating to any future product candidates;

•the estimation, projection or availability of net operating losses or credit carryforwards;

•the potential impacts of adverse business and economic conditions including inflationary pressures, general economic slowdown or a recession, increasing interest rates, changes in monetary policy and financial institution instability; and

•our common stock maintaining compliance with The Nasdaq Capital Market’s minimum closing bid requirement of at least $1.00 per share.

This document also contains statements about the Spectrum Merger. Many factors could cause actual results to differ materially from these forward-looking statements with respect to the Spectrum Merger, including (1) the completion of the Spectrum Merger on anticipated terms, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company’s operations and other conditions to the completion of the Spectrum Merger; (2) the risk of litigation relating to the Spectrum Merger; (3) risks related to disruption of management time from ongoing business operations due to the Spectrum Merger; (4) unexpected costs, charges or expenses resulting from the Spectrum Merger; (5) our and Spectrum’s ability to retain and hire key personnel; (6) competitive responses to the Spectrum Merger and the impact of competitive services; (7) potential adverse changes to business relationships resulting from the announcement or completion of the Spectrum Merger; (8) the combined company’s ability to achieve the growth prospects and synergies expected from the Spectrum Merger, as well as delays, challenges and expenses associated with integrating the combined company’s existing businesses; (9) negative effects of the announcement or the consummation of the Spectrum Merger on the market price of our common stock, credit ratings and operating results; and (10) legislative, regulatory and economic developments, including changing business conditions in the industries in which the new combined company operates. These risks, as well as other risks associated with the Spectrum Merger, are more fully discussed in the Amended Registration Statement on Form S-4 that we filed with the U.S. Securities and Exchange Commission in connection with the Spectrum Merger on June 14, 2023. While the list of factors presented here and in the Amended Registration Statement on Form S-4 are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

Factors that could cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described and incorporated by reference in the “RISK FACTORS” section and elsewhere in this Quarterly Report on Form 10-Q, and in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 8, 2023 (the “2022 Form 10-K”). Except as required by law, we assume no obligation to update any forward-looking statement publicly, or to revise any forward-looking statement to reflect events or developments occurring after the date of this Quarterly Report on Form 10-Q, even if new information becomes available in the future.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those that require significant judgment and/or estimates by management at the time that the financial statements are prepared such that materially different results might have been reported if other assumptions had been made. We consider certain accounting policies related to revenue recognition, accrued liabilities and use of estimates to be critical policies. These estimates form the basis for making judgments about the carrying value of assets and liabilities. We believe there have been no significant changes in our critical accounting policies and significant judgements and estimates since we filed our 2022 Form 10-K. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Significant Estimates in our 2022 Form 10-K for further information.

RESULTS OF OPERATIONS

Revenues

The following table reflects total revenues, net for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Product sales, net:
INDOCIN products	$	28,075	$	22,841	$	58,421	$	44,197
Otrexup	3,594		2,616		6,416		5,694
Sympazan	2,627		—		5,129		—
SPRIX	2,373		2,216		4,262		3,982
CAMBIA	1,805		6,183		4,069		11,656
Zipsor	1,004		216		2,154		2,445
Other products	605		1,358		1,401		3,003
Total product sales, net	40,083		35,430		81,852		70,977
Royalties and milestone revenue	723		451		1,420		1,443
Other revenue	185		(750)		185		(750)
Total revenues	$	40,991	$	35,131	$	83,457	$	71,670

Product sales, net

For the three and six months ended June 30, 2023, product sales primarily consisted of sales from INDOCIN products, Otrexup, Sympazan, SPRIX, and CAMBIA. We acquired Sympazan and began shipping and recognizing its product sales in October 2022.

INDOCIN net product sales for the three and six months ended June 30, 2023 increased $5.2 million from $22.8 million to $28.1 million, and increased $14.2 million from $44.2 million to $58.4 million, respectively, as compared to the same periods in 2022 due to favorable net pricing as a result of a shift to more profitable channels. Partially offsetting the favorable net pricing is a decrease in volume. We expect this decrease in volume to continue due to the anticipated loss of former 340b customers and competition as a result of the August 2023 approval and launch of generic indomethacin suppositories.

Otrexup net product sales for the three and six months ended June 30, 2023 increased $1.0 million from $2.6 million to $3.6 million, and increased $0.7 million from $5.7 million to $6.4 million, respectively, as compared to the same periods in 2022, primarily due to higher volume, partially offset by unfavorable payor mix.

SPRIX net product sales for the three and six months ended June 30, 2023 increased $0.2 million from $2.2 million to $2.4 million, and increased $0.3 million from $4.0 million to $4.3 million, respectively, as compared to the same periods in 2022, primarily due to favorable payor mix, partially offset by lower volume.

CAMBIA net product sales for the three and six months ended June 30, 2023 decreased $4.4 million from $6.2 million to $1.8 million, and decreased $7.6 million from $11.7 million to $4.1 million, respectively, as compared to the same periods in 2022, primarily due to lower volume as certain parties who previously entered into settlement agreements with us began to market generic versions of CAMBIA in 2023.

Zipsor net product sales for the three months ended June 30, 2023 increased $0.8 million from $0.2 million to $1.0 million as compared to the same period in 2022, primarily due to favorable payor mix, partially offset by lower volume due to generic versions of Zipsor that came to market beginning in 2022. Zipsor net product sales for the six months ended June 30, 2023 decreased $0.3 million from $2.4 million to $2.2 million as compared to the same period in 2022, primarily due to lower volume.

Other net product sales include product sales for non-promoted products (OXAYDO). We plan to cease OXAYDO product sales in the second half of 2023. We ceased SOLUMATRIX product sales beginning in July 2022.

The increase in total product sales, net, for the three and six months ended June 30, 2023, also reflects a decrease year over year in the amounts charged as a reduction to revenue for sales and return allowances, discounts, chargebacks, and rebates, which is attributed to changes in product mix and, specifically, a higher concentration of INDOCIN products that typically require lower levels of product sales allowances relative to our other products.

Royalties & Milestone revenue

In November 2010, we entered into a license agreement granting the counterparty the rights to commercially market CAMBIA in Canada. We receive royalties on net sales as well as certain one-time contingent milestone payments. We recognized revenue related to CAMBIA in Canada of $0.4 million and $1.0 million for the three and six months ended June 30, 2023, respectively, and $0.5 million and $1.0 million for the three and six months ended June 30, 2022, respectively.

We recognized Milestone revenue associated with the completion of certain service milestones of $0.3 million and $0.5 million for the three and six months ended June 30, 2023, respectively, and $0.5 million for the six months ended June 30, 2022. We recognized no Milestone revenue for the three months ended June 30, 2022.

Other Revenue

Other revenue consists of sales adjustments for previously divested products, which includes adjustments to reserves for product sales allowances (gross-to-net sales allowances) and can result in reductions or an increase to total revenue during the period.

Cost of Sales (excluding amortization of intangible assets)

Cost of sales for the three months ended June 30, 2023 increased $0.2 million from $4.5 million to $4.8 million as compared to the same period in 2022, primarily due to approximately $0.6 million of cost of sales attributable to Sympazan, which began shipping in October 2022, partially offset by the impact of product mix.

Cost of sales for the six months ended June 30, 2023 increased $1.5 million from $8.7 million to $10.2 million as compared to the same period in 2022, primarily due to approximately $1.3 million of cost of sales attributable to Sympazan, and the impact of product mix.

Research and Development Expenses

Research and development expenses include salaries, costs for planned clinical trials, consultant fees, supplies, and allocations of corporate costs. It is difficult to predict the scope and magnitude of future research and development expenses for our product candidates in research and development, as it is difficult to determine the nature, timing and extent of planned clinical trials and studies and the FDA’s requirements for a particular drug. As potential products proceed through the development process, each step is typically more extensive, and therefore more expensive, than the previous step. Therefore, success in development generally results in increasing expenditures until actual product approval.

Research and development expenses were $0.5 million during both the three and six months ended June 30, 2023, representing primarily costs directly associated with the proposed clinical trial for INDOCIN® (indomethacin) suppositories. We did not have research and development expenses during the three and six months ended June 30, 2022.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses increased $6.2 million from $10.5 million for the three months ended June 30, 2022 to $16.8 million for the three months ended June 30, 2023, primarily due to: (i) an increase of $3.4 million related to costs, primarily legal and professional fees, associated with the Spectrum Merger, (ii) a gain of $2.0 million in the second quarter of 2022 for insurance reimbursement for previous opioid-related spend not repeating in 2023, (iii) $1.2 million of higher selling and marketing expenses related to Sympazan and Otrexup, and (iv) an increase of $0.5 million in stock-based compensation expense, partially offset by a $0.9 million decrease in other general operating expenses.

Selling, general, and administrative expenses increased $12.5 million from $21.2 million for the six months ended June 30, 2022 to $33.7 million for the six months ended June 30, 2023, primarily due to: (i) an increase of $5.8 million related to costs, primarily legal and professional fees, associated with the Spectrum Merger, (ii) $2.4 million of higher selling and marketing expenses for Sympazan and Otrexup, (iii) a gain of $2.0 million in the second quarter of 2022 for insurance

reimbursement for previous opioid-related spend not repeating in 2023, (iv) an increase of $1.9 million in stock-based compensation expense, and (v) a $0.5 million increase in other general operating expenses.

Change in fair value of contingent consideration

The change in the fair value of contingent consideration included in costs and expenses for the three and six months ended June 30, 2023 decreased $1.1 million from a loss of $1.3 million to a loss of $0.2 million, and increased $6.5 million from a loss of $2.9 million to loss of $9.4 million, respectively, as compared to the same periods in 2022. The fair value of the contingent consideration is remeasured each reporting period, with changes in the fair value resulting from changes in the underlying inputs being recognized in operating expenses until the contingent consideration arrangement is settled. The fair value of the contingent consideration is determined using an option pricing model under the income approach based on estimated INDOCIN product revenues through January 2029, and discounted to present value. The significant assumptions used in the calculation of the fair value as of June 30, 2023 included revenue volatility of 35%, discount rate of 9.0%, credit spread of 4.6% and updated projections of future INDOCIN product revenues.

Intangible Assets

The following table reflects amortization of intangible assets for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Amortization of intangible assets—INDOCIN	$	3,211	$	3,210	$	6,421	$	6,421
Amortization of intangible assets—Otrexup	1,378		1,393		2,755		2,755
Amortization of intangible assets—Sympazan	303		—		606		—
Amortization of intangible assets—SPRIX	1,392		1,988		2,786		2,786
Amortization of intangible assets—CAMBIA	—		1,378		—		3,975
Amortization of intangible assets—Zipsor	—		—		—		532
Total	$	6,284	$	7,969	$	12,568	$	16,469

Amortization expense for the three and six months ended June 30, 2023 decreased $1.7 million from $8.0 million to $6.3 million, and decreased $3.9 million from $16.5 million to $12.6 million, respectively, as compared to the same periods in 2022, primarily due to the full amortization of CAMBIA intangible assets in the fourth quarter of 2022 and the full amortization of Zipsor intangible assets in the first quarter of 2022, partially offset by additional amortization of the Sympazan product rights acquired in October 2022.

Other (Expense) Income

The following table reflects other expense (income) for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Debt-related expenses	$	—	$	—	$	(9,918)	$	—
Interest expense	(751)		(2,269)		(1,873)		(4,596)
Other gain (loss)	661		(95)		1,463		451
Total other expense	$	(90)	$	(2,364)	$	(10,328)	$	(4,145)

Other expense decreased from expense of $2.4 million to expense of $0.1 million for the three months ended June 30, 2023, as compared to the same period in 2022, primarily due to a lower interest expense, partially offset by an increase in other gain, as further described below. Other expense increased from $4.1 million to $10.3 million for the six months ended June 30, 2023, as compared to the same period in 2022, primarily due to debt-related expenses incurred in the current year, partially offset by lower interest expense and increase in other gain, as further described below.

Debt-related expenses for the six months ended June 30, 2023 consist of an induced conversion expense of approximately $8.8 million and direct transaction costs of approximately $1.1 million incurred as a result of the $30.0 million

Convertible Note Exchange in the first quarter of 2023, as described in Note 9 of the accompanying Condensed Consolidated Financial Statements.

The following table reflects interest expense for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest payable on 2027 Convertible Notes	$	650	$	—	$	1,625	$	—
Interest paid on 2024 Secured Notes	—		2,248		—		4,548
Amortization of Royalty Rights(1)	—		21		—		48
Amortization of debt issuance costs	101		—		248		—
Total interest expense	$	751	$	2,269	$	1,873	$	4,596

(1)As a result of the extinguishment of the Royalty Rights obligation during the fourth quarter of 2022, there will be no additional amortization expense recognized in future periods. Refer to Note 9 of the accompanying Condensed Consolidated Financial Statements for additional information on the Royalty Rights obligation.

For the three and six months ended June 30, 2023, total interest expense decreased $1.5 million and $2.7 million, respectively, as compared to the same period in 2022, primarily due to lower amounts of interest incurred on debt outstanding. On August 22, 2022, we issued $70.0 million in aggregate principal amount of 2027 Convertible Notes. We used the net proceeds from the 2027 Convertible Notes issuance to repurchase the remaining $59.0 million aggregate principal amount of our 2024 Secured Notes, which were outstanding during the three months ended March 31, 2022, and carried a higher interest rate.

For the three and six months ended June 30, 2023, other gain (loss) increased $0.8 million from a loss of $0.1 million for the three months ended June 30, 2022 to a gain $0.7 million for the three months ended June 30, 2023, and increased $1.0 million from a gain $0.5 million for the six months ended June 30, 2022 to a gain of $1.5 million for the six months ended June 30, 2023, primarily due to higher interest income, partially offset by a gain of $0.6 million from the early termination and settlement of a Newark facility sublease in 2022 that did not repeat in subsequent periods.

Income Tax Provision

For the three and six months ended June 30, 2023, we recorded an income tax expense of $3.9 million and $1.8 million, respectively, which represents an effective tax rate of 31.3% and 26.0%, respectively. The difference between income tax expense of $3.9 million and $1.8 million for the three and six months ended June 30, 2023, respectively, and tax at the federal statutory rate of 21.0% is principally due to state taxes, disallowed officer’s compensation, and capital expenses, offset by a partial reversal of previously recorded valuation allowance.

For the three and six months ended June 30, 2022, we recorded an income tax expense of $0.6 million and $1.3 million, respectively, which represents an effective tax rate of 7.0% and 7.2%, respectively. The difference between income tax expense of $0.6 million and $1.3 million for the three and six months ended June 30, 2022, and tax at the federal statutory rate of 21.0% was principally due to the partial release of valuation allowance related to the movement in deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

Historically and through June 30, 2023, we have financed our operations and business development efforts primarily from product sales, private and public sales of equity securities, including convertible debt securities, the proceeds of secured borrowings, the sale of rights to future royalties and milestones, upfront license, milestone and fees from collaborative and license partners.

As previously disclosed, in the three months ended June 30, 2022, we granted a total of 1.0 million market-based performance RSUs (“performance RSUs”) to executive officers under our Amended and Restated 2014 Omnibus Incentive Plan. The market-based conditions of the performance RSUs were achieved in the first quarter of 2023. Then, upon vesting of the performance RSUs in the second quarter of 2023, our compensation committee of our board of directors elected, under the terms of the performance RSU grants, to settle approximately 0.3 million of the outstanding performance RSUs in cash based on their fair market value on the vesting date, resulting in a cash payment approximately $2.6 million, with the remaining performance RSUs and the employee’s tax withholding liabilities settled in shares of our common stock. The total cash payment of taxes related to net share settlement of the performance RSUs was approximately $3.4 million.

On August 22, 2022, we issued $70.0 million aggregate principal amount of 2027 Convertible Notes which mature on September 1, 2027 and bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on March 1 and September 1 of each year beginning March 1, 2023. We used the net proceeds from the 2027 Convertible Notes to repurchase the remaining $59.0 million aggregate principal amount of our outstanding 2024 Secured Notes and $3.0 million in associated interest payment pursuant to privately negotiated exchange agreements entered into concurrently with the pricing of the 2027 Convertible Notes. We expect to use the remaining net proceeds from the 2027 Convertible Notes for general corporate purposes.

On February 27, 2023, we completed the Convertible Note Exchange pursuant to which we exchanged $30.0 million principal amount of our 2027 Convertible Notes for 6,990,000 shares of our common stock, plus an additional $10.5 million in cash. As a result of the Convertible Note Exchange in the first quarter of 2023, we recorded a non-cash induced conversion expense of approximately $8.8 million and direct transaction costs of approximately $1.1 million. As a result of the Convertible Note Exchange, we expect our cash interest expense in future periods to decrease in accordance with the decrease in the aggregate principal amount of the 2027 Convertible Notes outstanding.

The terms of the 2027 Convertible Notes are governed by an indenture dated August 25, 2022 (the “2027 Convertible Note Indenture”). Pursuant to the terms of the 2027 Convertible Note Indenture, we and our restricted subsidiaries must comply with certain covenants, including mergers, consolidations, and divestitures; guarantees of debt by subsidiaries; issuance of preferred and/or disqualified stock; and liens on our properties or assets. We were in compliance with our covenants with respect to the 2027 Convertible Notes as of June 30, 2023.

We are party to a sales agreement with Roth Capital Partners, LLC (“Roth”) as sales agent to sell shares of our common stock, from time to time, through an at-the-market (“ATM”) offering program having an aggregate offering price of up to $25.0 million. As a result of the issuance of the 2027 Convertible Notes, we suspended use of the ATM offering program. Prior to our suspension of the ATM offering program, 2,463,637 shares of our common stock had been issued and settled at an average price of $3.02, through which we received gross proceeds of $7.4 million, and net proceeds after commission and fees of $7.0 million.

We believe that our existing cash will be sufficient to fund our operations and make the required payments under our debt agreements due for the next twelve months from the date of this filing. We base this expectation on our current operating plan, which may change as a result of many factors.

Our cash needs may vary materially from our current expectations because of numerous factors, including:

•acquisitions or licenses of complementary businesses, products, technologies or companies;

•declines in sales of our marketed products, including those resulting from the entry and sales of generics and/or other products competitive with any of our products;

•expenditures related to our commercialization of our products;

•milestone and royalty revenue we receive under our collaborative development arrangements;

•interest and principal payments on our current and future indebtedness;

•financial terms of definitive license agreements or other commercial agreements we may enter into;

•changes in the focus and direction of our business strategy and/or research and development programs;

•potential expenses relating to any litigation matters, including relating to Assertio Therapeutics’ prior opioid product franchise for which we have not accrued any reserves due to an inability to estimate the magnitude and/or probability of such expenses, and former drug Glumetza; and

•expenditures related to future clinical trial costs.

The inability to raise any additional capital that may be required to fund our future operations, payments due under our debt agreements, or product acquisitions and strategic transactions which we may pursue could have a material adverse effect on the Company.

The following table reflects summarized cash flow activities for the six months ended June 30, 2023 and 2022 (in thousands):


	Six Months Ended June 30,
	2023		2022
Net cash provided by operating activities	$	41,318	$	41,856
Net cash used in investing activities	(808)		(16,518)
Net cash used in financing activities	(35,276)		(9,884)
Net increase in cash and cash equivalents	$	5,234	$	15,454

Cash Flows from Operating Activities

Cash provided by operating activities was $41.3 million for the six months ended June 30, 2023 compared to $41.9 million in the same period in 2022, primarily due to unfavorable working capital cash flows compared to the prior year, partially offset by higher net income excluding non-cash items.

For the six months ended June 30, 2023, net income was $5.0 million compared to net income of $16.9 million for the same period in 2022. For the six months ended June 30, 2023, adjustments for non-cash items contributed approximately $14.4 million more to operating cash flows compared to the same period in 2022, primarily due to debt-related expenses and higher expense for recurring fair value measurements of assets and liabilities. For the six months ended June 30, 2023, net working capital cash used in operations of approximately $0.9 million was $3.0 million lower than net working capital cash generated by operations of approximately $2.1 million in the same period in 2022, primarily due to: (i) the receipt of an $8.3 million one-time tax refund in the first quarter of 2022, (ii) increased cash used in the settlement of accrued rebates, returns and discounts due to impact of sales product mix as well as timing of settlement, and (iii) increased cash used for inventory due to the timing of purchases and receipts, partially offset by: (i) increased cash from accounts receivable payments on higher period over period net product sales, and (ii) less cash used in the payment of accounts payable and accrued liabilities due to timing.

Cash Flows from Investing Activities

Cash used in investing activities for the six months ended June 30, 2023 was $0.8 million, which was composed of cash paid for the transaction costs incurred with the acquisition of Sympazan and cash paid for purchases of property and equipment. Cash used in investing activities for the six months ended June 30, 2022 was $16.5 million, which was entirely composed of cash paid for the transaction costs incurred with the acquisition of Otrexup.

Cash Flows from Financing Activities

Cash used in financing activities for the six months ended June 30, 2023 was $35.3 million, which primarily consisted of (i) a $15.4 million payment for contingent consideration, (ii) $10.5 million in cash payments and $1.1 million of direct transaction cost payments made in connection with the Convertible Note Exchange, and (iii) cash payments related to the vesting and settlement of equity awards of which $2.6 million related to the cash settlement of the vested performance RSUs, $3.4 million related to the total cash payment of taxes for the net share settlement of the vested performance RSUs, and $1.9 million related to cash used for employees’ withholding tax liability on stock award releases. Cash used in financing activities for the six months ended June 30, 2022 was $9.9 million, which primarily consisted of $11.8 million in principal payments on the 13% Senior Secured Notes due 2024 and $3.8 million payment for contingent consideration, partially offset by $7.0 million in cash proceeds from the Company’s ATM offering program.

Contractual Obligations

Our principal material cash requirements consist of obligations related to our debt, our contingent consideration obligation, payments for rebates, returns and discounts, non-cancelable contractual obligations for our purchase commitments, and a non-cancelable lease for our office space. There were no material changes to our material cash requirements from contractual or other obligations outside the ordinary course of business or due to other factors since our Annual Report on Form 10-K for the year ended December 31, 2022. For a description of our material contractual or other obligations, see “Note 12. Commitments and Contingencies” of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and therefore are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2023.

We review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis to improve our controls and procedures over time and to correct any deficiencies that we may discover in the future. Our goal is to ensure that our senior management has timely access to all material financial and non-financial information concerning our business. While we believe the present design of our disclosure controls and procedures is effective to achieve our goal, future events affecting our business may cause us to significantly modify our disclosure controls and procedures.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, see “Note 12. Commitments and Contingencies - Legal Matters” of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

On July 31, 2023, we announced the completion of our acquisition of Spectrum Pharmaceuticals, Inc. (“Spectrum”). For a description of Spectrum’s material pending legal proceedings, see Part II, Item 1 of the Quarterly Report on Form 10-Q filed by Spectrum on May 11, 2023.

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ITEM 1A. RISK FACTORS

We are subject to various risks and uncertainties that could have a material impact on our business, results of operations and financial condition, including those hereby incorporated by reference from Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. Except as set forth below, there have been no material changes to our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2022. In addition to other information in this report, the following information and risk factors, together with the risks and uncertainties referenced above, should be considered carefully in evaluating an investment in our securities. If any of these risks or uncertainties actually occurs, our business, results of operations or financial condition would be materially and adversely affected. The risks and uncertainties referenced above, including those set forth below, are not the only ones facing us. Additional risks and uncertainties of which we are unaware or that we currently deem immaterial may also become important factors that may harm our business, results of operations and financial condition.

On July 31, 2023, we announced the completion of our acquisition of Spectrum. Additional material risks related to Spectrum could have a material impact on our business. For more information on the risks associated with the Spectrum business, see the “Risk Factors” section in the Annual Report on Form 10-K filed by Spectrum on March 31, 2023, as amended on May 1, 2023, and for more information on the risks associated with the combined company, see the “Risks Relating to the Combined Company” section in the Amended Registration Statement on Form S-4 that we filed on June 14, 2023.

Cambia, Zipsor and INDOCIN suppositories recently began facing competition from generics, which adversely affects our business. Approval of additional generic versions of our products would have an adverse effect on our business.

Under the Food, Drug and Cosmetic Act (the “FDCA”), the FDA can approve an abbreviated new drug application (“ANDA”) for a generic version of a branded drug without the ANDA applicant undertaking the clinical testing necessary to obtain approval to market a new drug. In place of such clinical studies, an ANDA applicant usually needs only to submit data demonstrating that its product has the same active ingredient(s) and is bioequivalent to the branded product, in addition to any data necessary to establish that any difference in strength, dosage, form, inactive ingredients or delivery mechanism does not result in different safety or efficacy profiles, as compared to the reference drug.

There are no patents covering the INDOCIN products (which accounted for 64% of our revenue in 2022 and 70% of our revenue during the first half of 2023), which means that a generic drug company could introduce a generic for these drugs at any time. In August 2023, a generic pharmaceutical company received approval from the FDA, and has started to manufacture and market 50mg indomethacin suppositories, the generic version of INDOCIN Suppositories. As a result, INDOCIN Suppositories now face competition from generic indomethacin suppositories. We are assessing the financial impact of this generic competition on our future results of operations, financial condition, and cash flows. In addition, we are aware of other drug companies that have had interactions with regulatory agencies including FDA relating to indomethacin, which could indicate the development of one or more additional INDOCIN product generics or other formulations of indomethacin. Accordingly, we could face competition from other generic versions of the INDOCIN products at any time after the 180-day Competitive Generic Therapy (“CGT”) exclusivity expires. In addition, we also face competition for INDOCIN suppositories from hospitals and other institutions, including a 503B outsourcing facility (commonly referred to as a 503B compounder), which began compounding 100 mg indomethacin suppositories in the second half of 2022 in what we believe to be violation of certain provisions of the FDCA. Although we are vigorously pursuing remedies against this compounder, we cannot guarantee that we will be successful in causing it to discontinue sales of its unapproved indomethacin suppository product.

With respect to Cambia and Zipsor (which accounted for 16% and 2% of our revenue in 2022, respectively), we have entered into settlement agreements with generic drug companies, under which generic versions of these products can be marketed beginning in January 2023 and March 2022, respectively. As a result, we face generic competition for Cambia and Zipsor.

The introduction of known and potential additional generic versions of our products, as well as sales of indomethacin suppositories by compounders, or disclosure of ANDA filings and/or similar applications in respect to any of our products, have and in the future could adversely impact our business, financial condition, results of operations and stock price. Moreover, if the orange book patents covering Otrexup (which expire in 2031) and/or Sympazan (which expire in 2040) are not upheld in litigation or if a generic competitor is found not to infringe these patents, the resulting generic competition for Otrexup and/or Sympazan would have a further adverse effect on our business, financial condition and results of operations.

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The market price of our common stock historically has been volatile. Our results of operations have and may continue to fluctuate and affect our stock price.

The trading price of our common stock has been, and is likely to continue to be, volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Factors affecting our operating results and that could adversely affect our stock price include:

•the degree of commercial success and market acceptance of our products, including the coverage of our products by payors and pharmacy benefit managers;

•the entry and sales of generics of our products (including the INDOCIN products which are not patent protected, now face generic competition, and may face additional generic competition at any time after the 180-day CGT exclusivity expires) and/or other products competitive with any of our products (including indomethacin suppositories compounded by hospitals and other institutions, including a 503B compounder that commenced sales of its competitive product in the second half of 2022, in what we believe to be violation of certain provisions of the FDCA);

•filings and other regulatory or governmental actions, investigations or proceedings related to our products and any future product candidates and those of our commercialization and collaborative partners;

•developments concerning proprietary rights, including patents, infringement allegations, inter parties review proceedings and litigation matters;

•legal and regulatory developments in the U.S.;

•actions taken by industry stakeholders affecting the market for our products;

•our ability to generate sufficient cash flow from our business to fund operations and make payments on our indebtedness;

•our and our commercialization and collaborative partners’ compliance or noncompliance with legal and regulatory requirements and with obligations under our collaborative agreements;

•adverse events related to our products, including recalls;

•interruptions of manufacturing or supply, or other manufacture or supply difficulties;

•variations in revenues obtained from commercialization and collaborative agreements, including contingent milestone payments, royalties, license fees and other contract revenues, including nonrecurring revenues, and the accounting treatment with respect thereto;

•adverse events or circumstances related to our peer companies or our industry or the markets for our products;

•adoption of new technologies by us or our competitors;

•our compliance with the terms and conditions of the agreements governing our indebtedness;

•sales of large blocks of our common stock; and

•variations in our operating results, earnings per share, cash flows from operating activities, deferred revenue, and other financial metrics and non-financial metrics, and how those results are measured, presented and compare to our financial and operating projections and analyst expectations.

As a result of these and other such factors, our stock price may continue to be volatile and investors may be unable to sell their shares at a price equal to, or above, the price paid. Any significant drops in our stock price, including as a result of the August 2023 announcement of FDA-approved generic indomethacin suppositories, could give rise to shareholder lawsuits, which are costly and time-consuming to defend against and which may adversely affect our ability to raise capital while the suits are pending, even if the suits are ultimately resolved in our favor.

In addition, if the market for pharmaceutical stocks or the stock market in general experiences uneven investor confidence, the market price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. For example, if one or more securities or industry analysts downgrades our stock or publishes an inaccurate research report about our company, the market price for our common stock would likely decline. The market price of our

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common stock might also decline in reaction to events that affect other companies within, or outside, our industry even if these events do not directly affect us.

A decrease in the market price of our common stock would likely adversely impact the trading price of the 2027 Convertible Notes. The market price of our common stock could also be affected by possible sales of our common stock by investors who view the 2027 Convertible Notes as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our common stock. This trading activity could, in turn, affect the trading price of the 2027 Convertible Notes.

We have significant amounts of long-lived assets which depend upon future positive cash flows to support the values recorded in our balance sheet. We are subject to increased risk of future impairment charges should actual financial results differ materially from our projections.

Our consolidated balance sheet contains significant amounts of long-lived assets, including intangible assets representing the product rights which we have acquired. We review the carrying value of our long-lived assets when indicators of impairment are present, as was the case in the third quarter of 2022 and the fourth quarter of 2021. Conditions that could indicate impairment of long-lived assets include, but are not limited to, a significant adverse change in market conditions, significant competing product launches by our competitors such as the generic competition as a result of the August 2023 approval and launch of generic indomethacin suppositories, significant adverse change in the manner in which the long-lived asset is being used, and adverse legal or regulatory outcomes. In performing our impairment tests, which assess the recoverability of our assets, we utilize our future projections of cash flows. Projections of future cash flows are inherently subjective and reflect assumptions that may or may not ultimately be realized. Significant assumptions utilized in our projections include, but are not limited to, grouping long-lived assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets and liabilities, our evaluation of the market opportunity for our products, the current and future competitive landscape and resulting impacts to product pricing, future regulatory actions, planned strategic initiatives and the realization of benefits associated with our existing patents. Given the inherent subjectivity and uncertainty in projections, we could experience significant unfavorable variances in future periods or revise our projections downward. This would result in an increased risk that our long-lived assets may be impaired.

Changes in fair value of contingent consideration obligation assumed as part of our merger with Zyla Life Sciences in May 2020 can adversely affect our results of operations.

Contingent consideration obligations arise from the INDOCIN product and relate to the potential future contingent milestone payments and royalties payable under the respective agreements. The contingent consideration is initially recognized at its fair value on the acquisition date and is remeasured to fair value at each reporting date until the contingency is resolved with changes in fair value recognized in earnings. The fair value of the contingent consideration is determined using an option pricing model under the income approach based on estimated INDOCIN product revenues through January 2029 and discounted to present value. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. The significant assumptions used in the calculation of the fair value included projections of future INDOCIN product revenues, revenue volatility, discount rate, and credit spread. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Updates to assumptions such as to the projections of future INDOCIN product revenue as a result of the August 2023 approval and launch of generic indomethacin suppositories could have a significant impact on our results of operations in any given period.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not repurchase any shares of the Company’s common stock during the period covered by this Quarterly Report, except for shares surrendered to us, as reflected in the following table, to satisfy tax withholding obligations in connection with the vesting of equity awards.

(a)

Total Number of Shares (or Units) Purchased (1)

(b) Average Price Paid per Share

(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

April 1, 2023 - April 30, 2023

1,251

$6.13

N/A

May 1, 2023 - May 31, 2023(2)

945,979

$7.63

N/A

June 1, 2023- June 30, 2023

—

$—

N/A

Total

947,230

$7.63

(1) Consists of shares withheld to pay employees’ tax liability in connection with the vesting of restricted stock units granted under our stock-based compensation plans. These shares may be deemed to be “issuer purchases” of shares.

(2) Includes approximately 0.3 million performance RSUs which were settled in cash at the election of the compensation committee of our board of directors under the terms of the performance RSU grants, and approximately 0.5 million performance RSUs which were withheld to pay the employees’ tax liability associated with the vesting of the performance RSUs. These shares may be deemed to be “issuer purchases” of shares.

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ITEM 6. EXHIBITS


2.1†						Agreement and Plan of Merger, dated April 24, 2023, among Assertio Holdings, Inc., Spade Merger Sub 1 , Inc. and Spectrum Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 2 5 , 2023)

3.1						Amended and Restated Bylaws of Assertio Holdings, Inc., dated November 2, 2022, as amended June 12, 2023

10.1*						Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2023)

31.1						Certification pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act

31.2						Certification pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act

32.1**						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2**						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________________________________________________

† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S K. The undersigned registrant hereby undertakes to provide a copy of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

* Compensatory Plan or Arrangement

** Furnished Herewith

Table of Contents

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 thereunto duly authorized.


Date: August 9, 2023			ASSERTIO HOLDINGS, INC.

			/s/ Daniel A. Peisert
			Daniel A. Peisert
			President and Chief Executive Officer

			/s/ Paul Schwichtenberg
			Paul Schwichtenberg
			Senior Vice President and Chief Financial Officer

			/s/ Ajay Patel
			Ajay Patel
			Senior Vice President and Chief Accounting Officer

Exhibit 3.1

BYLAWS
OF
ASSERTIO HOLDINGS, INC.
(a Delaware corporation)

Article I
CORPORATE OFFICES

Section 1.1Registered Office. The registered office of Assertio Holdings, Inc., a Delaware corporation (the “Corporation”) shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”).

Section 1.2Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as otherwise required by law, at such other place or places, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors” or “Board”) may from time to time determine or the business of the Corporation may require.

Article II
MEETINGS OF STOCKHOLDERS

Section 1.1Annual Meeting. The annual meeting of stockholders, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix. The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 1.2Special Meeting.

(a)Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation, including any certificate of designations relating to any series of Preferred Stock (each hereinafter referred to as a “Preferred Stock Designation”), a special meeting of the stockholders of the Corporation:

(i)may be called at any time by the Board of Directors, Chairman of the Board, the President or the Secretary of the Corporation; or

(ii)shall be called by the Chairman of the Board or the Secretary upon the written request or requests of one or more persons who satisfy the following requirements:

(A)own (as defined below) shares representing at least 10% of the voting power of the stock entitled to vote on the matters to be considered at the proposed special meeting (hereinafter, the “Requisite Percent”); and

(B)comply with the notice procedures set forth in this Section 2.2 with respect to any matter that is a proper subject for stockholder action under applicable law. Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), special meetings of the stockholders of the Corporation may not be called by any other person or persons.

(b)For purposes of satisfying the Requisite Percent under this Section 2.2:

(i)A person is deemed to “own” those outstanding shares of stock of the Corporation as to which such person possesses the full voting and investment rights pertaining to the shares; and

(ii)A person is deemed to “own” shares held in the name of a nominee or other intermediary so long as such person retains the full voting and investment rights pertaining to the shares. The person’s ownership of shares is deemed to continue during any period in which the person has delegated any voting power by means of a proxy, power of attorney, or other instrument or arrangement that is revocable at any time by the person.

(c)In order for a special meeting requested by the stockholders to be called by the Chairman of the Board or the Secretary of the Corporation, one or more written requests for a special meeting (the “Special Meeting Request”) shall be delivered by registered mail or personal delivery to the Chairman of the Board, the Chief Executive Officer, or the Secretary (each a “Designated Officer”) and signed by stockholders (or their duly authorized agents) who own (or who are acting on behalf of persons who own) at least the Requisite Percent as of the date that is 30 days prior to delivery of the Special Meeting Request to a Designated Officer (the “Ownership Record Date”). If a record stockholder is the nominee for more than one beneficial owner of stock, the record stockholder may deliver a written request solely with respect to the capital stock of the Corporation owned by the beneficial owner who is directing the record stockholder to submit the written request. The Special Meeting Request shall: (i) state the business (including the identity of nominees for election as a director, if any) proposed to be acted on at the meeting, which shall be limited to the business set forth in the Special Meeting Request Notice received by the Secretary (the “Proposed Business”); (ii) bear the date of signature of each such stockholder (or duly authorized agent) submitting the Special Meeting Request; (iii) set forth the name and address of each stockholder submitting the Special Meeting Request, as they appear in the Corporation’s books; (iv) comply with and contain the information required by Section 2.10(a) below with respect to any director nominations or other business proposed to be presented at the special meeting, and as to each stockholder requesting the meeting and each other person (including any beneficial owner) on whose behalf the stockholder is acting, other than stockholders or beneficial owners who have provided such request solely in response to any form of public solicitation for such requests, and the additional information required by Section 2.9 below; (v) include documentary evidence that the requesting stockholders own the Requisite Percent as of the Ownership Record Date; provided, however, that if the requesting stockholders are not the beneficial owners of the shares representing the Requisite Percent, then to be valid, the Special Meeting Request must also include documentary evidence of the number of shares owned by the beneficial owners on whose behalf the Special Meeting Request is made as of the Ownership Record Date; (vi) state a date, time and place requested for the special meeting which shall not be less than 35 nor more than 60 days after the receipt of the Special Meeting Request or, in the case of written requests from more than one stockholder, not less than 35 nor more than 60 days after the receipt of the written request that results in the Requisite Percent; and (vii) be received by a Designated Officer by registered mail, return receipt requested, or personal delivery within 30 days after the Ownership Record Date. The information required to be contained in Special Meeting Request shall be current as of the record date for determining the stockholders entitled to vote at the meeting.

(d)Within five business days after receiving a Special Meeting Request, the Board of Directors shall determine in good faith whether the requirements for calling a special meeting of stockholders have been satisfied, and the Corporation shall notify the person or persons requesting the meeting of the Board’s finding. The special meeting shall be held at the date, time and place set forth in the Special Meeting Request, and the date of the special meeting (including the date of any special meeting fixed pursuant to the proviso to this sentence) shall not be not less than 35 nor more than 60 days after the receipt of the Special Meeting Request; provided, that, if the Board determines that holding the special meeting at the date, time and place requested is not practicable, the special meeting shall be held on the nearest date, and at the nearest time and place, to the requested date, time and place that the Board determines is practicable, with the determinations by the Board pursuant to this proviso being made in good faith and based on any factors that the Board deems relevant. The record date for the special meeting shall be fixed by the Board of Directors as set forth in Section 7.6(a) below.

(e)Any stockholder who submitted a Special Meeting Request may revoke its written request by written revocation delivered to the Secretary of the Corporation at the principal executive offices of the Corporation at any time prior to the stockholder-requested special meeting. A Special Meeting Request shall be deemed revoked (and any meeting scheduled in response may be cancelled) if the stockholders submitting the Special Meeting Request, and any beneficial owners on whose behalf they are acting (as applicable), do not continue to own at least the Requisite Percent at all times between the date the delivery of the Special Meeting Request and the date of the applicable stockholder-requested special meeting, and the requesting stockholder shall promptly notify the Secretary of the Corporation of any decrease in ownership of shares of stock of the Corporation that results in such a revocation. If, as a result of any revocations, there are no longer valid unrevoked written requests from the Requisite Percent of stockholders, the Board of Directors shall have the discretion to determine whether or not to proceed with the special meeting.

(f)Business transacted at a stockholder-requested special meeting shall be limited to: (i) the Proposed Business stated in the valid Special Meeting Request received from the Requisite Percent of stockholders; and (ii) any additional business that the Board of Directors determines to include in the Corporation’s notice of meeting.

(g)Except for stockholder-requested special meetings scheduled pursuant to Section 2.2(a)(ii), the Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled pursuant to this Section 2.2.

Section 1.3Notice of Stockholders’ Meetings.

(a)Whenever stockholders are required or permitted to take any action at a meeting, notice of the place, if any, date, and time of the meeting of stockholders, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining the stockholders entitled to notice of the meeting) and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given. The notice shall be given not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws. In the case of a special meeting, the purpose or purposes for which the meeting is called also shall be set forth in the notice. Except as otherwise required by law, notice may be given personally or by mail, or by electronic transmission to the extent permitted by Section 232 of the General Corporation Law of the State of Delaware (the “DGCL”). If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to each stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice by electronic transmission shall be deemed given as provided in Section 232 of the DGCL. An affidavit that notice has been given, executed by the Secretary of the Corporation, Assistant Secretary or any transfer agent or other agent of the Corporation, shall be prima facie evidence of the facts stated in the notice in the absence of fraud. Notice shall be deemed to have been given to all stockholders who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), and Section 233 of the DGCL.

(b)When a meeting is adjourned to another time or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication, or (iii) set forth in the notice of meeting given in accordance with Section 2.3(a); provided, however, that if the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 7.6(a), and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 1.4Organization.

(a)Meetings of stockholders shall be presided over by the Chairman of the Board of Directors, or in his or her absence, by the Chief Executive Officer or, in his or her absence, by another person designated by the Board of Directors (such person being referred to as the “Meeting Chair”). The Secretary of the Corporation, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the Meeting Chair shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.

(b)The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors or the Meeting Chair may adopt such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the Meeting Chair shall have the authority to adopt and enforce such rules and regulations for the conduct of any meeting of stockholders and the safety of those in attendance as, in the judgment of the Meeting Chair, are necessary, appropriate or convenient for the conduct of the meeting. Rules and regulations for the conduct of meetings of stockholders, whether adopted by the Board of Directors or by the Meeting Chair, may include without limitation, establishing: (i) an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies and such other persons as the Meeting Chair shall permit; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted for consideration of each agenda item and for questions and comments by participants; (vi) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting. Subject to any rules and regulations adopted by the Board of Directors, the Meeting Chair may convene and, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.7. The Meeting Chair, in

addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power to declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made, pursuant to Section 2.10(c)(i) of these Bylaws, that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.10 of these Bylaws), and if such Meeting Chair should so declare, such nomination shall be disregarded or such other business shall not be transacted.

Section 1.5List of Stockholders. The Corporation shall prepare, no later than the 10th day before each meeting of stockholders, a complete list of the stockholders of record entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date. Such list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of shares registered in the name of each stockholder.

Nothing in this Section 2.5 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for 10 days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting; or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Except as otherwise required by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.5 or to vote in person or by proxy at any meeting of stockholders.

Section 1.6Quorum. Except as otherwise required by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws, at any meeting of stockholders, one-third of the voting power of the stock outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or series or classes or series is required, one-third of the voting power of the stock of such class or series or classes or series outstanding and entitled to vote on that matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. If a quorum is not present or represented at any meeting of stockholders, then the Meeting Chair shall have power to adjourn or recess the meeting from time to time in accordance with Section 2.7, until a quorum is present or represented. Subject to applicable law, if a quorum initially is present at any meeting of stockholders, the stockholders may continue to transact business until adjournment or recess, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, but if a quorum is not present at least initially, no business other than adjournment or recess may be transacted (if so directed by the Meeting Chair).

Section 1.7Adjourned or Recessed Meeting. Any annual or special meeting of stockholders, whether or not a quorum is present, may be adjourned or recessed for any reason from time to time by the Meeting Chair, subject to any rules and regulations adopted by the Board of Directors pursuant to Section 2.4(b). Any such meeting may be adjourned for any reason (and may be recessed if a quorum is not present or represented) from time to time by a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon. At any such adjourned or recessed meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 1.8Voting; Proxies.

(a)Except as otherwise required by law or the Certificate of Incorporation (including any Preferred Stock Designation), each holder of stock of the Corporation entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of such stock held of record by such holder that has voting power upon the subject matter in question.

(b)Except as otherwise required by law, the Certificate of Incorporation (including any Preferred Stock Designation), these Bylaws or any law, rule or regulation applicable to the Corporation or its securities, at each meeting of stockholders at which a quorum is present, all corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter, and where a separate vote by a class or series or classes or series is required, if a quorum of such class or series or classes or series is present, such act shall be authorized by the affirmative vote of at least a majority of the voting power of the stock of such class or series or classes or series present in person or represented by proxy and entitled to vote on the subject matter.

(c)Every stockholder entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more persons authorized to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or executed new proxy bearing a later date.

Section 1.9Submission of Information by Director Nominees.

(a)To be eligible to be a nominee for election or re-election as a director of the Corporation, a nominee, including nominees of the Corporation, must deliver to the Secretary of the Corporation at the principal executive offices of the Corporation the following information:

(i)a written representation and agreement, which shall be signed by such person and pursuant to which such person shall represent and agree that such person (A) consents to serving as a director if elected and to being named as a nominee in a proxy statement and form of proxy relating to the meeting at which directors are to be elected, and currently intends to serve as a director for the full term for which such person is standing for election; (B) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity: (1) as to how the person, if elected as a director, will act or vote on any issue or question that has not been disclosed to the Corporation; or (2) that could limit or interfere with the person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law; (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director or nominee that has not been disclosed to the Corporation; and (D) if elected as a director, will comply with all of the Corporation’s corporate governance policies and guidelines related to conflict of interest, confidentiality, stock ownership and trading policies and guidelines, and any other policies and guidelines applicable to directors (which will be promptly provided following a request therefor); and

(ii)all fully completed and signed questionnaires prepared by the Corporation (including those questionnaires required of the Corporation’s directors and any other questionnaire the Corporation determines is necessary or advisable to assess whether a nominee will satisfy any qualifications or requirements imposed by the Certificate of Incorporation or these Bylaws, any law, rule, regulation or listing standard that may be applicable to the Corporation, and the Corporation’s corporate governance policies and guidelines) (all of the foregoing, “Questionnaires”). The Questionnaires will be promptly provided following a request therefor.

(b)A nominee for election or re-election as a director of the Corporation shall also provide to the Corporation such other information as it may reasonably request, including information that is necessary to permit the Corporation to determine the eligibility of such person to serve as a director of the Corporation or information relevant to a determination whether such person can be considered an independent director.

(c)If a stockholder has submitted notice of an intent to nominate a candidate for election or re-election as a director pursuant to Section 2.10, all written and signed representations and agreements and all fully completed and signed Questionnaires described in Section 2.9(a) above shall be provided to the Corporation at the same time as such notice, and the additional information described in Section 2.9(b) above shall be provided to the Corporation promptly upon request by the Corporation, but in any event within five business days after such request. All information provided pursuant to this Section 2.9 shall be deemed part of the stockholder’s notice submitted pursuant to Section 2.10.

(d)Notwithstanding the foregoing, if any information or communication submitted pursuant to this Section 2.9 is inaccurate or incomplete in any material respect (as determined by the Board of Directors (or any authorized committee thereof)) such information shall be deemed not to have been provided in accordance with this Section 2.9. Any stockholder providing information pursuant to this Section 2.9 shall promptly notify the Secretary in writing at the principal executive office of the Corporation of any inaccuracy or change in any previously provided information within two business days after becoming aware of such inaccuracy or change. Upon written request of the Secretary, such stockholder shall provide, within seven business days after delivery of such request (or such longer period as may be specified in such request), (i) written verification, reasonably satisfactory to the Corporation, to demonstrate the accuracy of any information submitted and (ii) a written

affirmation of any information submitted as of an earlier date. If the stockholder giving notice of an intent to nominate a candidate for election fails to provide such written verification or affirmation within such period, the information as to which written verification or affirmation was requested may be deemed not to have been provided in accordance with this Section 2.9.

Section 1.10Notice of Stockholder Business and Nominations.

(a)Annual Meeting.

(i)Nominations of persons for election to the Board of Directors and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only: (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto); (B) by or at the direction of the Board of Directors (or any authorized committee thereof); or (C) by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10(a) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.10(a). For the avoidance of doubt, the foregoing clause (C) shall be the exclusive means for a stockholder to make nominations or propose other business at an annual meeting of stockholders (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act).

(ii)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of the foregoing paragraph, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and, in the case of business other than nominations, such business must be a proper subject for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business (as defined in Section 2.10(c)(ii) below) on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 30 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 120th day prior to such annual meeting or the 10th day following the date on which public announcement (as defined in Section 2.10(c)(ii) below) of the date of such meeting is first made by the Corporation. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which notice of the meeting has already been given to stockholders or a public announcement of the meeting date has already been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. Such stockholder’s notice shall set forth:

(A)as to each person whom the stockholder proposes to nominate for election or re-election as a director: (1) a written statement, not to exceed 500 words, in support of such person; (2) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act; and (3) the information required to be submitted by nominees pursuant to Section 2.9 above;

(B)as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the proposal is made;

(C)as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made or the other business is proposed:

(1)the name and address of such stockholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner;

(2)the class or series and number of shares of stock of the Corporation which are owned of record by such stockholder and such beneficial owner as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and such beneficial owner as of the record date for the meeting; and

(3)a representation that the stockholder (or a qualified representative of the stockholder) intends to appear at the meeting to make such nomination or propose such business;

(D)as to the stockholder giving the notice and the beneficial owner, if any, and if such stockholder or beneficial owner is an entity, as to each individual who is a director, executive, officer, general partner or managing member of such entity or of any other entity that has or shares control of such entity (any such individual or entity, a “control person”):

(1)the class or series and number of shares of stock of the Corporation which are beneficially owned (as defined in Section 2.10(c)(ii) below) by such stockholder or beneficial owner and by any control person as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation beneficially owned by such stockholder or beneficial owner and by any control person as of the record date for the meeting;

(2)a description of (x) any plans or proposals which such stockholder, beneficial owner or control person may have with respect to securities of the Corporation that would be required to be disclosed pursuant to Item 4 of Exchange Act Schedule 13D and (y) any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder, beneficial owner or control person and any other person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D, which description shall include, in addition to all other information, information identifying all parties thereto (in the case of either clause (x) or (y), regardless of whether the requirement to file a Schedule 13D is applicable) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such plans or proposals with respect to securities of the Corporation or any such agreement, arrangement or understanding in effect as of the record date for the meeting;

(3)a description (which description shall include, in addition to all other information, information identifying all parties thereto) of any agreement, arrangement or understanding (including without limitation any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement or short positions, profit interests, options, hedging or pledging transactions, voting rights, dividend rights and/or borrowed or loaned shares), whether the instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of stock of the Corporation, that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Corporation’s stock or the share price of any class or the capital stock of any principal competitor of the Corporation (as defined for the purposes of Section 8 of the Clayton Antitrust Act of 1914) or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to securities of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting;

(4)any equity interests in any principal competitor of the Corporation (as defined for the purposes of Section 8 of the Clayton Antitrust Act of 1914) held by or on behalf of such stockholder or beneficial owner or control person and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such equity interests held as of the record date for the meeting;

(5)any performance-related fees (other than an asset-based fee) that such stockholder, beneficial owner or control person is directly or indirectly entitled to based on any increase or decrease in the value of shares of the Corporation or in any agreement, arrangement or understanding under clause (a)(ii)(D)(3) of this Section 2.10 and a representation that the

stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any performance-related fees in effect as of the record date for the meeting;

(6)a representation as to whether the stockholder or the beneficial owner, if any, control person or any other participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will engage in a solicitation with respect to the nomination or other business and, if so, whether or not such solicitation will be conducted as an exempt solicitation under Rule 14a-2(b) of the Exchange Act, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation and (x) in the case of a proposal of business other than nominations, whether such person or group intends to deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either 14a-16(a) or Rule 14a-16(n) of the Exchange Act, a proxy statement and form of proxy to holders (including any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act) of at least the percentage of the voting power of the Corporation’s stock required under applicable law to carry the proposal or (y) in the case of any solicitation that is subject to Rule 14a-19 of the Exchange Act, confirming that such person or group will deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either Rule 14a-16(a) or Rule 14a-16(n) of the Exchange Act, a proxy statement and form of proxy to holders (including any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act) of at least 67% of the voting power of the Corporation’s stock entitled to vote generally in the election of; and

(7)a representation that immediately after soliciting the percentage of stockholders referred to in the representation required under clause (a)(ii)(D)(6)(y) of this Section 2.10 such stockholder or beneficial owner will provide the Corporation with documents, which may take the form of a certified statement and documentation from a proxy solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of such percentage of the Corporation’s stock.

(iii)Notwithstanding anything in Section 2.10(a)(ii) above or Section 2.10(b) below to the contrary, if the record date for determining the stockholders entitled to vote at any meeting of stockholders is different from the record date for determining the stockholders entitled to notice of the meeting, a stockholder’s notice required by this Section 2.10 shall set forth a representation that the stockholder will notify the Corporation in writing within five business days after the record date for determining the stockholders entitled to vote at the meeting, or by the opening of business on the date of the meeting (whichever is earlier), of the information required under clauses (ii)(C)(2) and (ii)(D)(1)-(5) of this Section 2.10(a), and such information when provided to the Corporation shall be current as of the record date for determining the stockholders entitled to vote at the meeting.

(iv)This Section 2.10(a) shall not apply to a proposal proposed to be made by a stockholder if the stockholder has notified the Corporation of his or her intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such meeting.

(v)Notwithstanding anything in this Section 2.10(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for directors or specifying the size of the increased Board of Directors made by the Corporation at least 10 days prior to the last day a stockholder may deliver a notice in accordance with Section 2.10(a)(ii) above, a stockholder’s notice required by this Section 2.10(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(b)Special Meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting: (i) by or at the direction of the Board of Directors (or any authorized committee thereof); or (ii) provided that the Board of Directors has determined that one or more directors are to be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10(b) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who delivers notice thereof in writing setting forth the information required by Section 2.10(a)

above and provides the additional information required by Section 2.9 above; or (iii) in the case of a stockholder-requested special meeting, by any stockholder of the Corporation pursuant to Section 2.2. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the notice required by this Section 2.10(b) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 150th day prior to such special meeting and not later than the close of business on the later of the 120th day prior to such special meeting or the 10th day following the date on which public announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is first made by the Corporation. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In no event shall an adjournment, recess or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notwithstanding any other provision of these Bylaws, in the case of a stockholder-requested special meeting, no stockholder may nominate a person for election to the Board of Directors or propose any other business to be considered at the meeting, except pursuant to the written request(s) delivered for such special meeting pursuant to Section 2.2(a).

(c)General.

(i)Except as otherwise required by law, only such persons who are nominated in accordance with the procedures set forth in this Section 2.10 or Section 2.2 shall be eligible to be elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.10. Notwithstanding any other provision of these Bylaws, a stockholder (and any beneficial owner on whose behalf a nomination is made or other business is proposed, and if such stockholder or beneficial owner is an entity, any control person), shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10 and Section 2.2, as applicable. Each of the Chairman of the Board of Directors, Board of Directors or the Meeting Chair shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.10 (including whether a stockholder or beneficial owner solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in compliance with such stockholder’s representations as required by clauses (a)(ii)(D)(6)-(7) of this Section 2.10 or complied or did not comply with the requirements of Rule 14a-19 under the Exchange Act). If any proposed nomination or other business is not in compliance with this Section 2.10, then except as otherwise required by law, the Meeting Chair shall have the power to declare that such nomination shall be disregarded or that such other business shall not be transacted, notwithstanding that votes and proxies in respect of any such nomination or other business have been received by the Corporation.

In furtherance of and not by way of limitation of the foregoing provisions of this Section 2.10, unless otherwise required by law, or otherwise determined by the Chairman of the Board of Directors, Board of Directors or the Meeting Chair, if the stockholder does not provide the information required under Section 2.9 or clauses (a) or (b) of this Section 2.10 to the Corporation within the time frames specified herein, or if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other business, such nomination shall be disregarded and such other business shall not be transacted, notwithstanding that votes and proxies in respect of such nomination or other business may have been received by the Corporation. For purposes of this Section 2.10, to be considered a qualified representative of a stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the Corporation prior to the making of such nomination or proposal at such meeting (and in any event not less than five business days before the meeting) stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

(ii)For purposes of this Section 2.10, the “close of business” shall mean 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day, and a “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. For purposes of clause (a)(ii)(D)(1) of this Section 2.10, shares shall be treated as “beneficially owned” by a person if the person beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder or has or shares

pursuant to any agreement, arrangement or understanding (whether or not in writing): (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both); (B) the right to vote such shares, alone or in concert with others; and/or (C) investment power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

(iii)Nothing in this Section 2.10 shall be deemed to affect any rights (A) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act or (B) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation (including any Preferred Stock Designation).

(iv)Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 1.11Action by Written Consent.

(a)Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, a written consent must be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer of agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a sufficient number of holders to take action are delivered to the Corporation in accordance with this Section 2.11 within 60 days of the first date on which a written consent is so delivered to the Corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent shall be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made, if evidence of such instruction or provision is provided to the Corporation. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

(b)Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation in the manner required by this Section 2.11.

Section 1.12Inspectors of Election. Before any meeting of stockholders, the Corporation may, and shall if required by law, appoint one or more inspectors of election to act at the meeting and make a written report thereof. If not previously chosen, one or more inspectors shall be appointed by the Meeting Chair if a stockholder or proxy holder so requests or if required by law. When inspectors are appointed at the request of a stockholder or proxy holder, the majority of shares represented in person or by proxy shall determine the number of inspectors that shall be chosen. Inspectors may be employees of the Corporation. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the Meeting Chair may, and shall if required by law, appoint replacement inspectors to act in their place at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Inspectors need not be stockholders. No director or nominee for the office of director at an election shall be appointed as an inspector at such election. Such inspectors shall:

(a)determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity of proxies and ballots;

(b)determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors;

(c)count and tabulate all votes and ballots; and

(d)certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

Section 1.13Meetings by Remote Communications. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(a)participate in a meeting of stockholders; and

(b)be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

(i)the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;

(ii)the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii)if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Article III
DIRECTORS

Section 1.1Powers. Except as otherwise required by the DGCL or as provided in the Certificate of Incorporation (including any Preferred Stock Designation), the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws required to be exercised or done by the stockholders.

Section 1.2Number. Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), the Board of Directors shall consist of not fewer than five nor more than nine directors, and the exact number shall be fixed by resolution of the Board of Directors. The first Board of Directors shall consist of the person or persons elected by the incorporator or designated in the Certificate of Incorporation. The number of directors constituting the first Board of Directors shall be equal to the number of directors that are elected by the incorporator or designated in the Certificate of Incorporation.

Section 1.3Election, Term of Office, Vacancies and Newly Created Directorships.

(a)At each annual meeting of stockholders, directors shall be elected to hold office until the next annual meeting and until a successor has been duly elected and qualified. Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law or resolution of the Board of Directors, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors not caused by removal may be filled by the affirmative vote of a majority of the remaining directors then in office and entitled to vote thereon, even though less than a quorum, or by the sole remaining director, and any director so chosen shall hold office until the next election of directors and until a successor shall have been duly elected and qualified. The stockholders may elect a director at any time to fill any vacancy not filled, or which cannot be filled, by the Board of Directors. No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office. Directors need not be stockholders unless so required by the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws, wherein other qualifications for directors may be prescribed.

(b)In any uncontested election of directors of the Corporation, each nominee shall be elected if the number of votes cast for the nominee’s election exceeds the number of votes cast against the nominee’s election.

(i)Any director who is not elected by a majority of the votes cast is expected to tender his or her resignation to the Nominating/Corporate Governance Committee, after which:

(A)The Nominating/Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. In determining whether to recommend that the Board accept any resignation offer, the Nominating/Corporate Governance Committee may consider all factors that the Committee’s members believe are relevant.

(B)The Board will act on the Nominating/Corporate Governance Committee’s recommendation within 90 days following certification of the election results. In deciding whether to accept the resignation offer, the Board will consider the factors considered by the Nominating/Corporate Governance Committee and any additional information and factors that the Board believes to be relevant. Thereafter, the Board will promptly publicly disclose its decision regarding the director’s resignation offer (including the reason(s) for rejecting the resignation offer, if applicable).

(C)If the Board accepts a director’s resignation offer pursuant to this process, the Nominating/Corporate Governance Committee will recommend to the Board and the Board will thereafter determine whether to fill the vacancy or reduce the size of the Board. Any director who tenders his or her resignation pursuant to this provision will not participate in the proceedings of either the Nominating/Corporate Governance Committee or the Board with respect to his or her own resignation offer.

(ii)For the purposes of this Section 3.3, an “uncontested election” means any meeting of stockholders at which the number of candidates does not exceed the number of directors to be elected and with respect to which: (a) no stockholder has submitted notice of an intent to nominate a candidate for election at such meeting in accordance with Section 2.2 or Section 2.10; or (b) such a notice has been submitted, and on or before the fifth business day prior to the date that the Corporation files its definitive proxy statement relating to such meeting with the Securities and Exchange Commission (regardless of whether thereafter revised or supplemented), the notice has been: (i) withdrawn in writing to the Secretary of the Corporation; (ii) determined not to be a valid notice of nomination, with such determination to be made by the Board of Directors (or a committee thereof) pursuant to Section 2.10, or if challenged in court, by a final court order; or (iii) determined by the Board of Directors (or a committee thereof) not to create a bona fide election contest.

(c)In any election of directors of the Corporation that is not an uncontested election, the nominees for election as a director shall be elected by a plurality of the votes cast.

Section 1.4Resignations and Removal.

(a)Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors or the Secretary of the Corporation. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b)Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), and unless otherwise restricted by law, any director, or the entire Board of Directors, may be removed, with or without cause, by the affirmative vote of a majority of the voting power of the stock outstanding and entitled to vote thereon.

Section 1.5Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, on such date or dates and at such time or times, as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 1.6Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place, within or without the State of Delaware, date and time of such meetings. Notice of each such meeting shall be given to each director, if by mail, addressed to such director at his or her residence or usual place of

business, at least five days before the day on which such meeting is to be held, or shall be sent to such director by electronic transmission, or be delivered personally or by telephone, in each case at least 24 hours prior to the time set for such meeting. A notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 1.7Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 1.8Quorum and Voting. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the authorized number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors. The chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 1.9Board of Directors Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, provided that all members of the Board of Directors or committee, as the case may be, consent in writing or by electronic transmission to such action, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

Section 1.10Chairman of the Board. The Chairman of the Board shall preside at meetings of stockholders and directors and shall perform such other duties as the Board of Directors may from time to time determine. If the Chairman of the Board is not present at a meeting of the Board of Directors, another director chosen by the Board of Directors shall preside.

Section 1.11Rules and Regulations. The Board of Directors shall adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors shall deem proper.

Section 1.12Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, directors may receive such compensation, if any, for their services on the Board of Directors and its committees, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. Nothing herein shall preclude any director from serving the Corporation in another capacity and receiving compensation for such service.

Section 1.13Emergency Bylaws. In the event of any emergency, disaster or catastrophe, as referred to in Section 110 of the DGCL, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee of the Board of Directors cannot readily be convened for action, then the director or directors in attendance at the meeting shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate.

Article IV
COMMITTEES

Section 1.1Committees of the Board of Directors. The Board of Directors may designate one or more committees, each such committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation,

and may authorize the seal of the Corporation (if one has been adopted) to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters:

(a)approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; or

(b)adopting, amending or repealing any bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors.

Section 1.2Meetings and Action of Committees. Unless the Board of Directors provides otherwise by resolution, any committee of the Board of Directors may adopt, alter and repeal such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings as such committee may deem proper. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, and except as otherwise provided in a resolution of the Board of Directors: (a) a majority of the directors then serving on a committee shall constitute a quorum for the transaction of business by the committee; provided, however, that in no case shall a quorum be less than one-third of the directors then serving on the committee; and (b) the vote of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

Article V
OFFICERS

Section 1.1Officers. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time determine, each of whom shall be elected by the Board of Directors, each to have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors. Each officer shall be elected by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors and until such person’s successor shall have been duly elected and qualified, or until such person’s earlier death, disqualification, resignation or removal. Any number of offices may be held by the same person; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 1.2Compensation. The salaries of the officers of the Corporation and the manner and time of the payment of such salaries shall be fixed and determined by the Board of Directors and may be altered by the Board of Directors from time to time as it deems appropriate, subject to the rights, if any, of such officers under any contract of employment.

Section 1.3Removal, Resignation and Vacancies. Any officer of the Corporation may be removed, with or without cause, by the Board of Directors or by a duly authorized officer, without prejudice to the rights, if any, of such officer under any contract to which it is a party. Any officer may resign at any time upon notice given in writing or by electronic transmission to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. If any vacancy occurs in any office of the Corporation, the Board of Directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly elected and qualified.

Section 1.4Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, and shall report directly to the Board of Directors. Unless otherwise provided in these Bylaws or determined by the Board of Directors, all other officers of the Corporation shall report directly to the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer shall, if present and in the absence of the Chairman of the Board of Directors, preside at meetings of the stockholders.

Section 1.5President. The President shall be the chief operating officer of the Corporation, with general responsibility for the management and control of the operations of the Corporation. The President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer may from time to time determine. Unless otherwise designated by the Board of Directors, the Chief Executive Officer shall also be the President.

Section 1.6Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 1.7Vice Presidents. Each Vice President shall have such powers and duties as shall be prescribed by his or her superior officer, the Chief Executive Officer or the President. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the President or another duly authorized officer may from time to time determine.

Section 1.8Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation, the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation, borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party, the disbursement of funds of the Corporation and the investment of its funds, and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer may from time to time determine. Unless otherwise designated by the Board of Directors, the Chief Financial Officer shall also be the Treasurer.

Section 1.9Secretary. The powers and duties of the Secretary are: (i) to act as Secretary at all meetings of the Board of Directors, of the committees of the Board of Directors and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; (ii) to see that all notices required to be given by the Corporation are duly given and served; (iii) to act as custodian of the seal of the Corporation and affix the seal or cause it to be affixed to all certificates of stock of the Corporation and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (iv) to have charge of the books, records and papers of the Corporation and see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 1.10Additional Matters. The Chief Executive Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board of Directors.

Section 1.11Checks; Drafts; Evidences of Indebtedness. From time to time, the Board of Directors shall determine the method, and designate (or authorize officers of the Corporation to designate) the person or persons who shall have authority, to sign or endorse all checks, drafts, other orders for payment of money and notes, bonds, debentures or other evidences of indebtedness that are issued in the name of or payable by the Corporation, and only the persons so authorized shall sign or endorse such instruments.

Section 1.12Corporate Contracts and Instruments; How Executed. Except as otherwise provided in these Bylaws, the Board of Directors may determine the method, and designate (or authorize officers of the Corporation to designate) the person or persons who shall have authority to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, or within the power incident to a person’s office or other position with the Corporation, no person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 1.13Signature Authority. Unless otherwise specifically determined by the Board of Directors or otherwise provided by law or these Bylaws, contracts, evidences of indebtedness and other instruments or documents of the Corporation may be executed, signed or endorsed: (i) by the Chief Executive Officer or the President; or (ii) by the Chief Financial Officer, any Vice President, Treasurer or Secretary, in each case only with regard to such instruments or documents that pertain to or relate to such person’s duties or business functions.

Section 1.14Action with Respect to Securities of Other Corporations or Entities. The Chief Executive Officer or any other officer of the Corporation authorized by the Board of Directors or the Chief Executive Officer is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares or

other equity interests of any other corporation or entity or corporations or entities, standing in the name of the Corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

Section 1.15Delegation. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding the foregoing provisions of this Article V.

Article VI
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 1.1Right to Indemnification.

(a)Each person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement by or on behalf of the indemnitee) actually and reasonably incurred by such indemnitee in connection therewith, all on the terms and conditions set forth in these Bylaws; provided, however, that, except as otherwise required by law or provided in Section 6.3 with respect to suits to enforce rights under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, voluntarily initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by: (i) such indemnitee; or (ii) the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized or ratified by the Board of Directors or the Board of Directors otherwise determines that indemnification or advancement of expenses is appropriate.

(b)To receive indemnification under this Section 6.1, an indemnitee shall submit a written request to the Secretary of the Corporation. Such request shall include documentation or information that is necessary to determine the entitlement of the indemnitee to indemnification and that is reasonably available to the indemnitee. Upon receipt by the Secretary of the Corporation of such a written request, the entitlement of the indemnitee to indemnification shall be determined by the following person or persons who shall be empowered to make such determination, as selected by the Board of Directors (except with respect to clause (v) of this Section 6.1(b)): (i) the Board of Directors by a majority vote of the directors who are not parties to such proceeding, whether or not such majority constitutes a quorum; (ii) a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee; (iv) the stockholders of the Corporation; or (v) in the event that a change of control (as defined below) has occurred, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 days after receipt by the Secretary of the Corporation of a written request for indemnification. For purposes of this Section 6.1(b), a “change of control” will be deemed to have occurred if, with respect to any particular 24-month period, the individuals who, at the beginning of such 24-month period, constituted the Board of Directors (the “incumbent board”), cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the beginning of such 24-month period whose election, or nomination for election by the stockholders of the Corporation, was approved by a vote of at least a majority of the directors then comprising the incumbent board shall be considered as though such individual were a member of the incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors.

Section 1.2Right to Advancement of Expenses.

(a)In addition to the right to indemnification conferred in Section 6.1, an indemnitee shall, to the fullest extent permitted by law, also have the right to be paid by the Corporation the expenses (including

attorneys’ fees) incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that an advancement of expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Article VI or otherwise.

(b)To receive an advancement of expenses under this Section 6.2, an indemnitee shall submit a written request to the Secretary of the Corporation. Such request shall reasonably evidence the expenses incurred by the indemnitee and shall include or be accompanied by the undertaking required by Section 6.2(a). Each such advancement of expenses shall be made within 20 days after the receipt by the Secretary of the Corporation of a written request for advancement of expenses.

Section 1.3Right of Indemnitee to Bring Suit. In the event that: (a) a determination is made that the indemnitee is not entitled to indemnification, (b) payment is not timely made following a determination of entitlement to indemnification pursuant to Section 6.1(b) or (c) an advancement of expenses is not timely made under Section 6.2(b), then in each case, the indemnitee may at any time thereafter bring suit against the Corporation in a court of competent jurisdiction in the State of Delaware seeking an adjudication of entitlement to such indemnification or advancement of expenses. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to the fullest extent permitted by law. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL. Further, in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under applicable law, this Article VI or otherwise shall be on the Corporation.

Section 1.4Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any law, agreement, vote of stockholders or disinterested directors, provisions of a certificate of incorporation or bylaws, or otherwise.

Section 1.5Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 1.6Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent and in the manner permitted by law, and to the extent authorized from time to time, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation.

Section 1.7Nature of Rights. The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 1.8Settlement of Claims. Notwithstanding anything in this Article VI to the contrary, the Corporation shall not be liable to indemnify any indemnitee under this Article VI for any amounts paid in settlement of any proceeding effected without the Corporation’s written consent, which consent shall not be unreasonably withheld.

Section 1.9Subrogation. In the event of payment under this Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee (excluding insurance obtained on the indemnitee’s own behalf), and the indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Section 1.10Severability. If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Corporation provide protection to the indemnitee to the fullest extent set forth in this Article VI.

Article VII
CAPITAL STOCK

Section 1.1Certificates of Stock. The shares of the Corporation shall be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation, including, without limitation, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Secretary, or an Assistant Treasurer or Assistant Secretary, of the Corporation certifying the number of shares owned by such holder in the Corporation. Any or all such signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 1.2Special Designation on Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to this Section 7.2 or Sections 151, 156, 202(a) or 218(a) of the DGCL or with respect to this Section 7.2 and Section 151 of the DGCL a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 1.3Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a transfer agent for such stock, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.

Section 1.4Lost Certificates. The Corporation may issue a new share certificate or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the Corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.

Section 1.5Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 1.6Record Date for Determining Stockholders.

(a)In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjourned meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjourned meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c)Unless otherwise restricted by the Certificate of Incorporation (including any Preferred Stock Designation), in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken was delivered to the Corporation in accordance with Section 2.10. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 1.7Regulations. To the extent permitted by applicable law, the Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation.

Section 1.8Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,

except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors or a committee of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

Article VIII
GENERAL MATTERS

Section 1.1Fiscal Year

. The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of the same year, or shall extend for such other 12 consecutive months as the Board of Directors may designate.

Section 1.2Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal (if so adopted) shall be in the charge of the Secretary of the Corporation. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 1.3Reliance Upon Books, Reports and Records. Each director and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 1.4Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation (including any Preferred Stock Designation) and applicable law.

Article IX
FORUM FOR ADJUDICATION OF DISPUTES

Section 1.1Forum. Unless the Corporation, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any current or former stockholder (including any current or former beneficial owner) to bring internal corporate claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or if such court does not have jurisdiction, another state court or a federal court located within the State of Delaware). For purposes of this Article IX, internal corporate claims means claims, including claims in the right of the Corporation: (a) that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity; or (b) as to which the DGCL confers jurisdiction upon the Court of Chancery.

Section 1.2Consent to Jurisdiction. If any action the subject matter of which is within the scope of this Article IX is filed in a court other than the aforementioned courts in accordance with the preceding paragraph (a “foreign action”) by any current or former stockholder (including any current or former beneficial owner), such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) in connection with any action brought in any such court to enforce this Article IX; and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

Section 1.3Enforceability. If any provision of this Article IX shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article IX (including, without limitation, each portion of any sentence of this Article IX containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby.

Article X
AMENDMENTS

Section 1.1Amendments. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws. Except as otherwise provided in the Certificate of Incorporation (including the terms of any Preferred Stock Designation that require an additional vote) or these Bylaws, and in addition to any requirements of law, the affirmative vote of at least a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of these Bylaws.

The foregoing Bylaws were adopted by the Board of Directors on November 2, 2022 and subsequently amended on June 12, 2023.

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Daniel A. Peisert, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Assertio Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 9, 2023	By:	/s/ Daniel A. Peisert
		Daniel A. Peisert
		President and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Paul Schwichtenberg, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Assertio Holdings, Inc.;

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 9, 2023	By:	/s/ Paul Schwichtenberg
		Paul Schwichtenberg
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Assertio Holdings, Inc. (the “Company”) for the quarterly period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel A Peisert, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 9, 2023						/s/ Daniel A. Peisert
						Daniel A. Peisert
						President and Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Assertio Holdings, Inc. (the “Company”) for the quarterly period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Schwichtenberg, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 9, 2023						/s/ Paul Schwichtenberg
						Paul Schwichtenberg
						Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Jul. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39294
Entity Registrant Name	ASSERTIO HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0598378
Entity Address, Address Line One	100 South 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
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	ASRT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Smaller Reporting Company	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		56,516,661
Entity Central Index Key	0001808665
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 70,175	$ 64,941
Accounts receivable, net	41,608	45,357
Inventories, net	18,817	13,696
Prepaid and other current assets	2,949	8,268
Total current assets	133,549	132,262
Property and equipment, net	877	744
Intangible assets, net	185,428	197,996
Deferred tax asset	81,587	80,202
Other long-term assets	3,738	2,709
Total assets	405,179	413,913
Current liabilities:
Accounts payable	11,182	5,991
Accrued rebates, returns and discounts	42,857	49,426
Accrued liabilities	10,283	12,181
Long-term debt, current portion	0	470
Contingent consideration, current portion	14,900	26,300
Other current liabilities	256	948
Total current liabilities	79,478	95,316
Long-term debt	38,251	66,403
Contingent consideration	27,600	22,200
Other long-term liabilities	5,579	4,269
Total liabilities	150,908	188,188
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common stock, $0.0001 par value, 200,000,000 shares authorized; 56,512,962 and 48,319,838 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.	5	5
Additional paid-in capital	568,881	545,321
Accumulated deficit	(314,615)	(319,601)
Total shareholders’ equity	254,271	225,725
Total liabilities and shareholders' equity	$ 405,179	$ 413,913

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	56,512,962	48,319,838
Common stock, outstanding (in shares)	56,512,962	48,319,838

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Total revenues	$ 40,991	$ 35,131	$ 83,457	$ 71,670
Costs and expenses:
Cost of sales	4,772	4,528	10,239	8,723
Research and development expenses	503	0	503	0
Selling, general and administrative expenses	16,771	10,543	33,675	21,184
Change in fair value of contingent consideration	241	1,300	9,408	2,945
Amortization of intangible assets	6,284	7,969	12,568	16,469
Total costs and expenses	28,571	24,340	66,393	49,321
Income from operations	12,420	10,791	17,064	22,349
Other (expense) income:
Debt-related expenses	0	0	(9,918)	0
Interest expense	751	2,269	1,873	4,596
Other gain (loss)	661	(95)	1,463	451
Total other expense	(90)	(2,364)	(10,328)	(4,145)
Net income before income taxes	12,330	8,427	6,736	18,204
Income tax expense	(3,860)	(593)	(1,750)	(1,306)
Net income and comprehensive income	8,470	7,834	4,986	16,898
Net income and comprehensive income	$ 8,470	$ 7,834	$ 4,986	$ 16,898
Basic net income per share (in dollars per share)	$ 0.15	$ 0.17	$ 0.09	$ 0.37
Diluted net income per share (in dollars per share)	$ 0.13	$ 0.16	$ 0.09	$ 0.36
Shares used in computing basic net income per share (in shares)	56,142	46,274	53,588	45,746
Shares used in computing diluted net income per share (in shares)	70,144	47,579	58,010	46,857
Product sales, net
Revenues:
Total revenues	$ 40,083	$ 35,430	$ 81,852	$ 70,977
Royalties and milestones
Revenues:
Total revenues	723	451	1,420	1,443
Other revenue
Revenues:
Total revenues	$ 185	$ (750)	$ 185	$ (750)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Restricted stock units	Common Stock	Common Stock Restricted stock units	Additional Paid-In Capital	Additional Paid-In Capital Restricted stock units	Accumulated Deficit
Balances (in shares) at Dec. 31, 2021			44,640,000
Balances at Dec. 31, 2021	$ 102,414		$ 4		$ 531,636		$ (429,226)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in conjunction with vesting of restricted stock units, net of employee's withholding liability (in shares)				680,000
Issuance of common stock in conjunction with vesting of restricted stock units/performance stock units, net of employee's withholding liability		$ (679)				$ (679)
Issuance of common stock in connection with at-the-market program (in shares)			2,464,000
Issuance of common stock in connection with at-the-market program	7,020		$ 1		7,019
Issuance of common stock upon exercise of warrant (in shares)			388,000
Issuance of common stock upon exercise of warrant	0
Stock-based compensation	2,716				2,716
Net income and comprehensive income	16,898						16,898
Net income and comprehensive income	16,898						16,898
Balances (in shares) at Jun. 30, 2022			48,172,000
Balances at Jun. 30, 2022	128,369		$ 5		540,692		(412,328)
Balances (in shares) at Mar. 31, 2022			45,335,000
Balances at Mar. 31, 2022	111,862		$ 4		532,020		(420,162)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with at-the-market program (in shares)			2,464,000
Issuance of common stock in connection with at-the-market program	7,020		$ 1		7,019
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)			373,000
Common stock issuance and other impacts of the vesting and settlement of equity awards	(81)				(81)
Stock-based compensation	1,734				1,734
Net income and comprehensive income	7,834						7,834
Net income and comprehensive income	7,834
Balances (in shares) at Jun. 30, 2022			48,172,000
Balances at Jun. 30, 2022	$ 128,369		$ 5		540,692		(412,328)
Balances (in shares) at Dec. 31, 2022	48,319,838		48,320,000
Balances at Dec. 31, 2022	$ 225,725		$ 5		545,321		(319,601)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of options (in shares)			110,000
Issuance of common stock upon exercise of options	157				157
Induced exchange of convertible notes (in shares)			6,990,000
Induced exchange of convertible notes - (See Note 13)	26,699				26,699
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)			1,093,000
Common stock issuance and other impacts of the vesting and settlement of equity awards	(7,947)				(7,947)
Stock-based compensation	4,651				4,651
Net income and comprehensive income	4,986						4,986
Net income and comprehensive income	$ 4,986						4,986
Balances (in shares) at Jun. 30, 2023	56,512,962		56,513,000
Balances at Jun. 30, 2023	$ 254,271		$ 5		568,881		(314,615)
Balances (in shares) at Mar. 31, 2023			55,662,000
Balances at Mar. 31, 2023	250,664		$ 5		573,744		(323,085)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of options (in shares)			110,000
Issuance of common stock upon exercise of options	157				157
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)			741,000
Common stock issuance and other impacts of the vesting and settlement of equity awards	(7,225)				(7,225)
Stock-based compensation	2,205				2,205
Net income and comprehensive income	8,470						8,470
Net income and comprehensive income	$ 8,470						8,470
Balances (in shares) at Jun. 30, 2023	56,512,962		56,513,000
Balances at Jun. 30, 2023	$ 254,271		$ 5		$ 568,881		$ (314,615)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating Activities
Net income	$ 4,986	$ 16,898
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	12,964	16,863
Amortization of debt issuance costs and Royalty Rights	248	48
Recurring fair value measurements of assets and liabilities	9,408	2,945
Debt-related expenses	9,918	0
Provisions for inventory and other assets	1,390	259
Stock-based compensation	4,651	2,716
Deferred income taxes	(1,385)	0
Changes in assets and liabilities, net of acquisition:
Accounts receivable	3,749	(4,176)
Inventories	(6,511)	(5,029)
Prepaid and other assets	4,289	12,108
Accounts payable and other accrued liabilities	4,906	(245)
Accrued rebates, returns and discounts	(6,569)	(331)
Interest payable	(726)	(200)
Net cash provided by operating activities	41,318	41,856
Investing Activities
Purchases of property and equipment	(528)	0
Purchase of Sympazan	(280)	0
Purchase of Otrexup	0	(16,518)
Net cash used in investing activities	(808)	(16,518)
Financing Activities
Payments in connection with 2027 Convertible Notes	(10,500)	0
Payment of direct transaction costs related to convertible debt inducement	(1,119)	0
Payment in connection with 2024 Senior Notes	0	(11,750)
Payment of contingent consideration	(15,408)	(3,845)
Payment of Royalty Rights	(459)	(630)
Proceeds from issuance of common stock	0	7,020
Proceeds from exercise of stock options	157	0
Payments related to the vesting and settlement of equity awards	(7,947)	(679)
Net cash used in financing activities	(35,276)	(9,884)
Net increase in cash and cash equivalents	5,234	15,454
Cash and cash equivalents at beginning of year	64,941	36,810
Cash and cash equivalents at end of period	70,175	52,264
Supplemental Disclosure of Cash Flow Information
Net cash paid (refunded) for income taxes	2,295	(8,360)
Cash paid for interest	$ 2,351	$ 4,748

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Assertio Holdings, Inc., or the Company, is a specialty pharmaceutical company offering differentiated products to patients utilizing a non-personal promotional model. The Company’s primary marketed products include INDOCIN® (indomethacin) Suppositories, INDOCIN® (indomethacin) Oral Suspension, Otrexup® (methotrexate) injection for subcutaneous use, Sympazan® (clobazam) oral film, SPRIX® (ketorolac tromethamine) Nasal Spray, CAMBIA® (diclofenac potassium for oral solution), and Zipsor® (diclofenac potassium) Liquid filled capsules. Other commercially available products include OXAYDO® (oxycodone HCI, USP) tablets for oral use only —CII. Unless otherwise noted or required by context, use of “Assertio,” “Company,” “we,” “our” and “us” refer to Assertio Holdings and/or its applicable subsidiary or subsidiaries. On April 24, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spectrum Pharmaceuticals, Inc. (“Spectrum”), a commercial stage biopharmaceutical company focused on novel and targeted oncology products, to acquire Spectrum. On July 31, 2023 (the “Effective Date”), the Company completed the acquisition of Spectrum pursuant to the Merger Agreement (the “Spectrum Merger”). Refer to Note 17, Subsequent Events, for additional information. Basis of Presentation The unaudited condensed consolidated financial statements of the Company and its subsidiaries and the related footnote information of the Company have been prepared pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation of the information for the periods presented. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the entire year ending December 31, 2023 or future operating periods. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022 included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 8, 2023 (the “2022 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2022 has been derived from the audited financial statements at that date, as filed in the Company’s 2022 Form 10-K.

REVENUE

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE

Disaggregated Revenue

The following table reflects summary revenue, net for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Product sales, net:
INDOCIN products	$	28,075	$	22,841	$	58,421	$	44,197
Otrexup	3,594		2,616		6,416		5,694
Sympazan	2,627		—		5,129		—
SPRIX	2,373		2,216		4,262		3,982
CAMBIA	1,805		6,183		4,069		11,656
Zipsor	1,004		216		2,154		2,445
Other products	605		1,358		1,401		3,003
Total product sales, net	40,083		35,430		81,852		70,977
Royalties and milestone revenue	723		451		1,420		1,443
Other revenue	185		(750)		185		(750)
Total revenues	$	40,991	$	35,131	$	83,457	$	71,670

Product Sales, net

Other product sales for the three and six months ended June 30, 2023 primarily include product sales for non-promoted products (OXAYDO). The Company ceased SOLUMATRIX sales beginning in July 2022.

Royalties and Milestone Revenue

Other Revenue

ACCOUNTS RECEIVABLES, NET	6 Months Ended
ACCOUNTS RECEIVABLES, NET	Jun. 30, 2023
Receivables [Abstract]
ACCOUNTS RECEIVABLES, NET	ACCOUNTS RECEIVABLES, NET As of June 30, 2023 and December 31, 2022, accounts receivable, net, of $41.6 million and $45.4 million, respectively, consisted entirely of receivables related to product sales, net of allowances for cash discounts for prompt payment of $0.8 million and $0.9 million, respectively.

INVENTORIES, NET

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

INVENTORIES, NET

The following table reflects the components of inventory, net as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Raw materials	$	717	$	1,367
Work-in-process	1,843		2,735
Finished goods	16,257		9,594
Total Inventories, net	$	18,817	$	13,696

PROPERTY AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

The following table reflects property and equipment, net as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Furniture and office equipment	$	1,708	$	1,712
Laboratory equipment	20		20
Leasehold improvements	2,945		2,945
Construction in progress	528		—
	5,201		4,677
Less: Accumulated depreciation	(4,324)		(3,933)
Property and equipment, net	$	877	$	744

INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

The following table reflects the gross carrying amounts and net book values of intangible assets as of June 30, 2023 and December 31, 2022 (dollar amounts in thousands):


		June 30, 2023				December 31, 2022
	Remaining Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Products rights:
INDOCIN	8.9	$	154,100	$	(39,916)	$	114,184	$	154,100	$	(33,495)	$	120,605
Otrexup	6.5	44,086		(8,266)		35,820		44,086		(5,511)		38,575
Sympazan	11.3	14,550		(808)		13,742		14,550		(202)		14,348
SPRIX	3.9	39,000		(17,318)		21,682		39,000		(14,532)		24,468
Total Intangible Assets		$	251,736	$	(66,308)	$	185,428	$	251,736	$	(53,740)	$	197,996

The following table reflects future amortization expense the Company expects for its intangible assets (in thousands):


Year Ending December 31,	Estimated Amortization Expense
2023 (remainder)	12,568
2024	25,136
2025	25,136
2026	25,136
2027	21,747
Thereafter	75,705
Total	$	185,428

OTHER LONG-TERM ASSETS

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER LONG-TERM ASSETS

The following table reflects other long-term assets as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Operating lease right-of-use assets	$	1,329	$	137
Prepaid asset and deposits	1,429		1,607
Other	980		965
Total other long-term assets	$	3,738	$	2,709

ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2023

Accounts Payable and Accrued Liabilities, Current [Abstract]

ACCRUED LIABILITIES

The following table reflects accrued liabilities as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Accrued compensation	$	1,115	$	3,117

Other accrued liabilities	7,609		6,561
Interest payable	867		1,593
Accrued royalties	692		910
Total accrued liabilities	$	10,283	$	12,181

DEBT

6 Months Ended

Jun. 30, 2023

Long-Term Debt, Unclassified [Abstract]

DEBT

The following table reflects the Company’s debt as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
6.5% Convertible Senior Secured Notes due 2027	$	40,000	$	70,000
Royalty Rights obligation	—		470
Total principal amount	40,000		70,470
Plus: derivative liability for embedded conversion feature	252		252
Less: unamortized debt issuance costs	(2,001)		(3,849)
Carrying value	38,251		66,873
Less: current portion of long-term debt	—		(470)
Long-term debt, net	$	38,251	$	66,403

6.5% Convertible Senior Notes due 2027

the Exchanged Notes were recognized as Additional paid-in capital in the Company’s Condensed Consolidated Balance Sheets for the six months ended June 30, 2023.

The 2027 Convertible Notes bear interest from August 25, 2022 at a rate of 6.5% per annum payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2023.

The following table reflects the carrying balance of the 2027 Convertible Notes as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Principal balance	$	40,000	$	70,000
Derivative liability for embedded conversion feature	252		252
Unamortized debt issuance costs	(2,001)		(3,849)
Carrying balance	$	38,251	$	66,403

Royalty Rights Obligation

Interest Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest on 2027 Convertible Notes	$	650	$	—	$	1,625	$	—
Interest on 2024 Secured Notes	—		2,248		—		4,548
Amortization of Royalty Rights(1)	—		21		—		48
Amortization of debt issuance costs	101		—		248		—
Total interest expense	$	751	$	2,269	$	1,873	$	4,596

(1)As a result of the extinguishment of the Royalty Rights obligation in the fourth quarter of 2022, there will be no additional amortization expense recognized in future periods.

STOCK-BASED COMPENSATION	6 Months Ended
STOCK-BASED COMPENSATION	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION The Company’s stock-based compensation generally includes time-based restricted stock units (“RSU”) and options, as well as performance-based RSUs and options. Stock-based compensation of $2.2 million and $4.7 million, respectively, for the three and six months ending June 30, 2023, and $1.7 million and $2.7 million, respectively, for the three and six months ended June 30, 2022, was recognized in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive Income. During the six months ended June 30, 2023 the Company granted 0.7 million RSUs at a weighted-average fair market value of $5.64 per share, and 0.6 million options at a weighted-average fair market value of $4.49 per share. As previously disclosed, in the three months ended June 30, 2022, the Company granted a total of 1.0 million market-based performance RSUs (“performance RSUs”) to executive officers under the Company’s Amended and Restated 2014 Omnibus Incentive Plan. At the grant date, the weighted-average fair value of the performance RSUs was determined using a Monte Carlo simulation model to be $2.24 per performance RSU. The market-based conditions of the performance RSUs were achieved in the first quarter of 2023. Then, upon vesting of the performance RSUs in the second quarter of 2023, the compensation committee of the Company’s board of directors elected, under the terms of the performance RSU grants, to settle approximately 0.3 million of the performance RSUs in cash based on their fair market value on the vesting date, and settle 0.2 million of the performance RSUs in shares of the Company’s common stock. Approximately 0.5 million of the performance RSUs were withheld to settle the employees’ tax liability. Approximately $2.6 million was paid by the Company to cash settle the performance RSUs and $3.4 million was paid by the Company to settle the employee’s tax liability, which are included in both Common stock issuance and other impacts of the vesting and settlement of equity awards in the Company’s Condensed Consolidated Statements of Shareholders’ Equity, and Payments related to the vesting and settlement of equity awards in the Company’s Condensed Consolidated Statements of Cash Flows.

LEASES

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

LEASES

Sublease income for the six months ended June 30, 2022 includes a gain of $0.6 million from the early termination and settlement of a Newark facility sublease during the first quarter of 2022.

The following table reflects lease expense and income for the three and six months ended June 30, 2023 and 2022 (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,
	Financial Statement Classification	2023		2022		2023		2022
Operating lease cost	Selling, general and administrative expenses	$	57	$	39	$	96	$	79
Operating lease cost	Other gain (loss)	—		148		—		296
Total lease cost		$	57	$	187	$	96	$	375

Sublease Income	Other gain (loss)	$	—	$	168	$	—	$	943

The following table reflects supplemental cash flow information related to leases for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases	$	104	$	530	$	208	$	1,060

The following table reflects supplemental balance sheet information related to leases as of June 30, 2023 and December 31, 2022 (in thousands):


	Financial Statement Classification	June 30, 2023		December 31, 2022
Assets
Operating lease right-of-use assets	Other long-term assets	$	1,329	$	137
Liabilities
Current operating lease liabilities	Other current liabilities	$	229	$	401
Noncurrent operating lease liabilities	Other long-term liabilities	1,251		—
Total lease liabilities		$	1,480	$	401

LEASES

Sublease income for the six months ended June 30, 2022 includes a gain of $0.6 million from the early termination and settlement of a Newark facility sublease during the first quarter of 2022.

The following table reflects lease expense and income for the three and six months ended June 30, 2023 and 2022 (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,
	Financial Statement Classification	2023		2022		2023		2022
Operating lease cost	Selling, general and administrative expenses	$	57	$	39	$	96	$	79
Operating lease cost	Other gain (loss)	—		148		—		296
Total lease cost		$	57	$	187	$	96	$	375

Sublease Income	Other gain (loss)	$	—	$	168	$	—	$	943

The following table reflects supplemental cash flow information related to leases for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases	$	104	$	530	$	208	$	1,060

The following table reflects supplemental balance sheet information related to leases as of June 30, 2023 and December 31, 2022 (in thousands):


	Financial Statement Classification	June 30, 2023		December 31, 2022
Assets
Operating lease right-of-use assets	Other long-term assets	$	1,329	$	137
Liabilities
Current operating lease liabilities	Other current liabilities	$	229	$	401
Noncurrent operating lease liabilities	Other long-term liabilities	1,251		—
Total lease liabilities		$	1,480	$	401

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Jubilant HollisterStier Manufacturing and Supply Agreement Pursuant to the Zyla Merger, the Company assumed a Manufacturing and Supply Agreement (the “Jubilant HollisterStier Agreement”) with Jubilant HollisterStier LLC (“JHS”) pursuant to which the Company engaged JHS to provide certain services related to the manufacture and supply of SPRIX for the Company’s commercial use. Under the Jubilant HollisterStier Agreement, JHS is responsible for supplying a minimum of 75% of the Company’s annual requirements of SPRIX. The Company agreed to purchase a minimum number of batches of SPRIX per calendar year from JHS over the term of the Jubilant HollisterStier Agreement. Total commitments to JHS through the remainder of 2023 are approximately $1.0 million. Cosette Pharmaceuticals Supply Agreement Pursuant to the Zyla Merger, the Company assumed a Collaborative License, Exclusive Manufacture and Global Supply Agreement with Cosette Pharmaceuticals, Inc. (formerly G&W Laboratories, Inc.) (the “Cosette Supply Agreement”) for the manufacture and supply of INDOCIN Suppositories to Zyla for commercial distribution in the United States. On July 9, 2021, the Company and Cosette entered into Amendment No. 3 to the Cosette Supply Agreement, to among other things, extend the expiration date of the Cosette Supply Agreement from July 31, 2023 to July 9, 2028. The Company is obligated to purchase all of its requirements for INDOCIN Suppositories from Cosette Pharmaceuticals, Inc., and is required to meet minimum purchase requirements each calendar year during the extended term of the Cosette Supply Agreement. Total commitments to Cosette under the Cosette Supply Agreement are approximately $6.3 million annually through the end of the contract term. Antares Supply Agreement In connection with the Otrexup acquisition, the Company entered into a supply agreement with Antares pursuant to which Antares will manufacture and supply the finished Otrexup products (the “Antares Supply Agreement”). Under the Antares Supply Agreement, the Company has agreed to annual minimum purchase obligations from Antares, which approximate $2.0 million annually. The Antares Supply Agreement has an initial term through December 2031 with renewal terms beyond. General The Company is currently involved in various lawsuits, claims, investigations and other legal proceedings that arise in the ordinary course of business. The Company recognizes a loss contingency provision in its financial statements when it concludes that a contingent liability is probable, and the amount thereof is estimable. Costs associated with our involvement in legal proceedings are expensed as incurred. Amounts accrued for legal contingencies are based on management’s best estimate of a loss based upon the status of the cases described below, assessments of the likelihood of damages, and the advice of counsel and often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. As of both June 30, 2023 and December 31, 2022, the Company had a legal contingency accrual of approximately $3.2 million. The Company continues to monitor each matter and adjust accruals as warranted based on new information and further developments in accordance with Accounting Standards Codification (“ASC”) 450-20-25. For matters discussed below for which a loss is not probable, or a probable loss cannot be reasonably estimated, no liability has been recorded. Provisions for loss contingencies are recorded in Selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Comprehensive Income and the related accruals are recorded in Accrued liabilities in the Company’s Condensed Consolidated Balance Sheets. On July 31, 2023, the Company announced the completion of its acquisition of Spectrum (See Note 17, Subsequent Events). In connection with the purchase accounting process, the Company will be assessing the financial impact of Spectrum’s pending legal proceedings. Other than matters that we have disclosed below, the Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of its business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. The Company may also become party to further litigation in federal and state courts relating to opioid drugs. Although actions, claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, other than the matters set forth below, the Company is not currently involved in any matters that the Company believes may have a material adverse effect on its business, results of operations, cash flows or financial condition. However, regardless of the outcome, litigation can have an adverse impact on the Company because of associated cost and diversion of management time. Glumetza Antitrust Litigation Antitrust class actions and related direct antitrust actions were filed in the U.S. District Court for the Northern District of California against the Company and several other defendants relating to our former drug Glumetza®. The plaintiffs sought to represent a putative class of direct purchasers of Glumetza. In addition, several retailers, including CVS Pharmacy, Inc., Rite Aid Corporation, Walgreen Co., the Kroger Co., the Albertsons Companies, Inc., H-E-B, L.P., and Hy-Vee, Inc. (the “Retailer Plaintiffs”), filed substantially similar direct purchaser antitrust claims in the same District Court. On July 30, 2020, Humana Inc. (“Humana”) also filed a complaint against the Company and several other defendants in the U.S. District court for the Northern District of California alleging similar claims related to Glumetza. The claims asserted by Humana in its federal case were ultimately withdrawn, and analogous claims were instead asserted by Humana in an action it filed in the California Superior Court of Alameda on February 8, 2021, and subsequently amended in September 2021. Additionally, on April 5, 2022, Health Care Service Corporation (“HCSC”) filed a complaint against the Company and the same other defendants in the California Superior Court of Alameda alleging similar claims related to Glumetza. These antitrust cases arise out of a Settlement and License Agreement (the “Settlement”) that the Company, Santarus, Inc. (“Santarus”) and Lupin Limited (“Lupin”) entered into in February 2012 that resolved patent infringement litigation filed by the Company against Lupin regarding Lupin’s Abbreviated New Drug Application for generic 500 mg and 1000 mg tablets of Glumetza. The antitrust plaintiffs allege, among other things, that the Settlement violated the antitrust laws because it allegedly included a “reverse payment” that caused Lupin to delay its entry in the market with a generic version of Glumetza. The alleged “reverse payment” is an alleged commitment on the part of the settling parties not to launch an authorized generic version of Glumetza for a certain period. The antitrust plaintiffs allege that the Company and its co-defendants, which include Lupin as well as Bausch Health (the alleged successor in interest to Santarus), are liable for damages under the antitrust laws for overcharges that the antitrust plaintiffs allege they paid when they purchased the branded version of Glumetza due to delayed generic entry. Plaintiffs seek treble damages for alleged past harm, attorneys’ fees and costs. On September 14, 2021, the Retailer Plaintiffs voluntarily dismissed all claims against the Company pursuant to a settlement agreement with the Company in return for $3.15 million. On February 3, 2022, the District Court issued its final order approving a settlement of the direct purchaser class plaintiffs’ claims against the Company in return for $3.85 million. With respect to the California state court lawsuits, on November 24, 2021, the state court granted in part and denied in part a demurrer by the defendants in the Humana action. That case was consolidated in November 2022 with the HCSC action for pre-trial and trial purposes. On July 5, 2023, the state court denied a motion for judgment on the pleadings filed by the defendants in the Humana action. These California state cases are now in the midst of discovery, and trial is scheduled for 2024. The Company intends to defend itself vigorously in the consolidated California state court lawsuits. A liability for this matter has been recorded in the financial statements. Opioid-Related Request and Subpoenas As a result of the greater public awareness of the public health issue of opioid abuse, there has been increased scrutiny of, and investigation into, the commercial practices of opioid manufacturers generally by federal, state, and local regulatory and governmental agencies. In March 2017, Assertio Therapeutics received a letter from then-Sen. Claire McCaskill (D-MO), the then-Ranking Member on the U.S. Senate Committee on Homeland Security and Governmental Affairs, requesting certain information regarding Assertio Therapeutics’ historical commercialization of opioid products. Assertio Therapeutics voluntarily furnished information responsive to Sen. McCaskill’s request. Since 2017, Assertio Therapeutics has received and responded to subpoenas from the U.S. Department of Justice (“DOJ”) seeking documents and information regarding its historical sales and marketing of opioid products. Assertio Therapeutics has also received and responded to subpoenas or civil investigative demands focused on its historical promotion and sales of Lazanda, NUCYNTA, and NUCYNTA ER from various state attorneys general seeking documents and information regarding Assertio Therapeutics’ historical sales and marketing of opioid products. In addition, Assertio Therapeutics received and responded to a subpoena from the State of California Department of Insurance (“CDI”) seeking information relating to its historical sales and marketing of Lazanda. The CDI subpoena also seeks information on Gralise, a non-opioid product formerly in Assertio Therapeutics’ portfolio. In addition, Assertio Therapeutics received and responded to a subpoena from the New York Department of Financial Services seeking information relating to its historical sales and marketing of opioid products. The Company has also received a subpoena from the New York Attorney General, pursuant to which the New York Attorney General is seeking information concerning the sales and marketing of opioid products (Lazanda, NUCYNTA, NUCYNTA ER, and OXAYDO) by Assertio Therapeutics and Zyla. The Company also from time to time receives and responds to subpoenas from governmental authorities related to investigations primarily focused on third parties, including healthcare practitioners. The Company is cooperating with the foregoing governmental investigations and inquiries. In July 2022, the Company became aware that the DOJ issued a press release stating that it had settled claims against a physician whom the DOJ alleged had received payments for paid speaking and consulting work from two pharmaceutical companies, including Depomed, Inc. (“Depomed,” now known as Assertio Therapeutics), in exchange for prescribing certain of the companies’ respective products. As part of the settlement, the physician did not admit liability for such claims and the press release stated that there has been no determination of any liability for such claims. The Company denies any wrongdoing and disputes DOJ’s characterization of the payments from Depomed. Multidistrict and Other Federal Opioid Litigation A number of pharmaceutical manufacturers, distributors and other industry participants have been named in numerous lawsuits around the country brought by various groups of plaintiffs, including city and county governments, hospitals, individuals and others. In general, the lawsuits assert claims arising from defendants’ manufacturing, distributing, marketing and promoting of FDA-approved opioid drugs. The specific legal theories asserted vary from case to case, but the lawsuits generally include federal and/or state statutory claims, as well as claims arising under state common law. Plaintiffs seek various forms of damages, injunctive and other relief and attorneys’ fees and costs. For such cases filed in or removed to federal court, the Judicial Panel on Multi-District Litigation issued an order in December 2017, establishing a Multi-District Litigation court (“MDL Court”) in the Northern District of Ohio (In re National Prescription Opiate Litigation, Case No. 1:17-MD-2804). Since that time, more than 2,000 such cases that were originally filed in U.S. District Courts, or removed to federal court from state court, have been filed in or transferred to the MDL Court. Assertio Therapeutics is currently involved in a subset of the lawsuits that have been filed in or transferred to the MDL Court. Assertio Holdings has also been named in six such cases. In April 2022, the Judicial Panel on Multi-District Litigation issued an order stating that it would no longer transfer new opioid cases to the MDL Court. Since that time, Assertio Therapeutics has been named in lawsuits pending in federal courts outside of the MDL Court (in Georgia, Florida and New York). Plaintiffs may file additional lawsuits in which the Company may be named. Plaintiffs in the pending federal cases involving Assertio Therapeutics or Assertio Holdings include individuals; county, municipal and other governmental entities; employee benefit plans, health insurance providers and other payors; hospitals, health clinics and other health care providers; Native American tribes; and non-profit organizations who assert, for themselves and in some cases for a putative class, federal and state statutory claims and state common law claims, such as conspiracy, nuisance, fraud, negligence, gross negligence, negligent and intentional infliction of emotional distress, deceptive trade practices, and products liability claims (defective design/failure to warn). In these cases, plaintiffs seek a variety of forms of relief, including actual damages to compensate for alleged personal injuries and for alleged past and future costs such as to provide care and services to persons with opioid-related addiction or related conditions, injunctive relief, including to prohibit alleged deceptive marketing practices and abate an alleged nuisance, establishment of a compensation fund, establishment of medical monitoring programs, disgorgement of profits, punitive and statutory treble damages, and attorneys’ fees and costs. No trial date has been set in any of these lawsuits, which are at an early stage of proceedings. Assertio Therapeutics and Assertio Holdings intend to defend themselves vigorously in these matters. State Opioid Litigation Related to the federal cases noted above, there have been hundreds of similar lawsuits filed in state courts around the country, in which various groups of plaintiffs assert opioid-drug related claims against similar groups of defendants. Assertio Therapeutics is currently named in a subset of those cases, including cases in Delaware, Missouri, Nevada, Pennsylvania, Texas and Utah. Assertio Holdings is named as a defendant in one of these cases in Pennsylvania. Plaintiffs may file additional lawsuits in which the Company may be named. In the pending cases involving Assertio Therapeutics or Assertio Holdings, plaintiffs are asserting state common law and statutory claims against the defendants similar in nature to the claims asserted in the MDL cases. Plaintiffs are seeking actual damages, disgorgement of profits, injunctive relief, punitive and statutory treble damages, and attorneys’ fees and costs. The state lawsuits in which Assertio Therapeutics or Assertio Holdings has been served are generally each at an early stage of proceedings. Assertio Therapeutics and Assertio Holdings intend to defend themselves vigorously in these matters. Insurance Litigation On January 15, 2019, Assertio Therapeutics was named as a defendant in a declaratory judgment action filed by Navigators Specialty Insurance Company (“Navigators”) in the U.S. District Court for the Northern District of California (Case No. 3:19-cv-255). Navigators was Assertio Therapeutics’ primary product liability insurer. Navigators was seeking declaratory judgment that opioid litigation claims noticed by Assertio Therapeutics (as further described above under “Multidistrict and Other Federal Opioid Litigation” and “State Opioid Litigation”) are not covered by Assertio Therapeutics’ life sciences liability policies with Navigators. On February 3, 2021, Assertio Therapeutics entered into a Confidential Settlement Agreement and Mutual Release with Navigators to resolve the declaratory judgment action and Assertio Therapeutics’ counterclaims. Pursuant to the Settlement Agreement, the parties settled and the coverage action was dismissed without prejudice. During the first quarter of 2021, Assertio Therapeutics received $5.0 million in insurance reimbursement for previous opioid-related spend, which was recognized within Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2021. On July 16, 2021, Assertio Therapeutics filed a complaint for declaratory relief against one of its excess products liability insurers, Lloyd’s of London Newline Syndicate 1218 and related entities (“Newline”), in the Superior Court of the State of California for the County of Alameda. Newline removed the case to the U.S. District Court for the Northern District of California (Case No. 3:21-cv-06642). Assertio Therapeutics was seeking a declaratory judgment that Newline has a duty to defend Assertio Therapeutics or, alternatively, to reimburse Assertio Therapeutics’ attorneys’ fees and other defense costs for opioid litigation claims noticed by Assertio Therapeutics. On May 18, 2022, Assertio Therapeutics entered into a Confidential Settlement Agreement and Mutual Release with Newline to resolve Assertio Therapeutics’ declaratory judgment action. Pursuant to the Settlement Agreement, the parties settled and the coverage action was dismissed with prejudice. During the second quarter of 2022, Assertio Therapeutics received $2.0 million in insurance reimbursement for previous opioid-related spend, which was recognized within Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2022. On April 1, 2022, Assertio Therapeutics filed a complaint for negligence and breach of fiduciary duty against its former insurance broker, Woodruff-Sawyer & Co. (“Woodruff”), in the Superior Court of the State of California for the County of Alameda (Case No. 22CV009380). Assertio Therapeutics is seeking to recover its damages caused by Woodruff’s negligence and breaches of its fiduciary duties in connection with negotiating and procuring products liability insurance coverage for Assertio Therapeutics. The parties are in discovery. Trial is scheduled for February 2024.

SHAREHOLDERS' EQUITY	6 Months Ended
SHAREHOLDERS' EQUITY	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	SHAREHOLDERS EQUITY Exchanged Convertible Notes Related to the Convertible Note Exchange (See Note 9, Debt) in the first quarter of 2023, the Company paid an aggregate of $10.5 million in cash and issued an aggregate of approximately 7.0 million shares of its common stock in the transactions. The Company did not receive any cash proceeds from the issuance of the shares of its common stock but recognized additional paid-in capital of $28.3 million during the six months ended June 30, 2023 related to the common stock share issuance, net of approximately $1.6 million of unamortized issuance costs related to the Exchanged Notes. At-The-Market Program The Company is party to a sales agreement with Roth Capital Partners, LLC (“Roth”) as sales agent to sell shares of the Company’s common stock, from time to time, through an at-the-market (“ATM”) offering program having an aggregate offering price of up to $25.0 million. As a result of the issuance of the 2027 Convertible Notes (See Note 9, Debt), the Company has determined to suspend use of its ATM offering program. Prior to suspending the ATM offering program, 2,463,637 shares had been issued and settled at an average price of $3.02, through which the Company received gross proceeds of $7.4 million, and net proceeds after commission and fees of $7.0 million. Warrant Agreements Upon the Zyla Merger, the Company assumed Zyla’s outstanding warrants which provided the holder the right to receive shares of the Company’s common stock. The warrants were exercisable at any time at an exercise price of $0.0016 per share, subject to certain ownership limitations including, with respect to Iroko Pharmaceuticals, Inc. and its affiliates, that no such exercise may increase the aggregate ownership of the Company’s outstanding common stock of such parties above 49% of the number of shares of its common stock then outstanding for a period of 18 months. During the six months ended June 30, 2022, 0.4 million warrants were exercised, and 0.4 million of the Company’s common shares, were issued by the Company. Subsequent to these warrant exercises in the six months ended June 30, 2022, there were no outstanding warrants remaining.

NET INCOME PER SHARE

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

NET INCOME PER SHARE

Basic net income per share is calculated by dividing the net income by the weighted-average number of shares of common stock outstanding during the period.

The following table reflects the calculation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022 (in thousands, except for per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic net income per share
Net income	$	8,470	$	7,834	$	4,986	$	16,898
Weighted-average common shares outstanding	56,142		46,274		53,588		45,746
Basic net income per share	$	0.15	$	0.17	$	0.09	$	0.37

Diluted net income per share
Net income	$	8,470	$	7,834	$	4,986	$	16,898

Add: Convertible debt interest expense, net of tax	563		—		—		—
Adjusted net income	9,033		7,834		4,986		16,898
Weighted-average common shares and share equivalents outstanding	56,142		46,274		53,588		45,746
Add: effect of dilutive stock-based awards and equivalents	4,234		1,305		4,422		1,111
Add: effect of dilutive convertible debt under if-converted method	9,768		—		—		—
Denominator for diluted net income per share	70,144		47,579		58,010		46,857
Diluted net income per share	$	0.13	$	0.16	$	0.09	$	0.36


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Convertible notes	—	—	12,116	—
Stock-based awards and equivalents	721	2,124	548	1,614
Total potentially dilutive common shares	721	2,124	12,664	1,614

FAIR VALUE

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE

•Level 1: Quoted prices in active markets for identical assets or liabilities.

•Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


June 30, 2023	Financial Statement Classification	Level 1		Level 2		Level 3		Total
Assets:

U.S. Treasuries	Cash and cash equivalents	$	—	$	30,928	$	—	$	30,928
U.S. Government agencies	Cash and cash equivalents	—		15,699		—		15,699
Money market funds	Cash and cash equivalents	19,635		—		—		19,635
Total		$	19,635	$	46,627	$	—	$	66,262
Liabilities:
Short-term contingent consideration	Contingent consideration, current portion	$	—	$	—	$	14,900	$	14,900
Long-term contingent consideration	Contingent consideration	—		—		27,600		27,600
Derivative liability	Long-term debt	—		—		252		252
Total		$	—	$	—	$	42,752	$	42,752


December 31, 2022	Financial Statement Classification	Level 1		Level 2		Level 3		Total
Assets:
Commercial paper	Cash and cash equivalents	$	—	$	4,983	$	—	$	4,983
U.S. Treasuries	Cash and cash equivalents	—		3,981		—		3,981
U.S. Government agencies	Cash and cash equivalents	—		10,937		—		10,937
Money market funds	Cash and cash equivalents	38,478		—		—		38,478
Total		$	38,478	$	19,901	$	—	$	58,379
Liabilities:
Short-term contingent consideration	Contingent consideration, current portion	$	—	$	—	$	26,300	$	26,300
Long-term contingent consideration	Contingent consideration	—		—		22,200		22,200
Derivative liability	Long-term debt	—		—		252		252
Total		$	—	$	—	$	48,752	$	48,752

Cash and Cash Equivalents

Contingent Consideration Obligation


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value, beginning of the period	$	51,058	$	37,459	$	48,500	$	37,659
Change in fair value of contingent consideration recorded within costs and expenses	241		1,300		9,408		2,945
Cash payment related to contingent consideration	(8,799)		(2,000)		(15,408)		(3,845)
Fair value, end of the period	$	42,500	$	36,759	$	42,500	$	36,759

Financial Instruments Not Required to be Remeasured at Fair Value

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES During the year ended December 31, 2022, the Company reversed a majority of its previously recorded valuation allowances against the net deferred tax asset (“DTA”). The valuation allowance is determined in accordance with the provisions of ASC 740, Income Taxes, which require an assessment of both negative and positive evidence when measuring the need for a valuation allowance. The exact timing and amount of the valuation allowance releases are subject to change based on the level of profitability achieved in future periods. The Company continues to assess the realizability of its deferred tax assets on a quarterly basis. As part of its valuation allowance assessment, the Company primarily relied on its projected availability of future taxable income from pre-tax income forecasts and reversing taxable temporary differences. As of June 30, 2023, the Company estimates to retain $11.8 million of valuation allowance for the year ending December 31, 2023, because realization of the future benefits for the associated deferred tax assets is uncertain. For the three and six months ended June 30, 2023, the Company recorded an income tax expense of $3.9 million and $1.8 million, respectively. The difference between the income tax expense in each period and the tax at the federal statutory rate of 21.0% on current year operations is principally due to state taxes, disallowed officer’s compensation, and capital expenses, offset by a partial reversal of previously recorded valuation allowance. The Company files income tax returns in the United States federal jurisdiction and in various states. The statutes of limitations for the Company's tax returns filed for the years 2007 through 2021 have not expired. Because of net operating losses and unutilized research and development credits, substantially all of the Company’s tax years remain open to examination. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense by the Company. As of June 30, 2023, the Company did not have significant accrued interest and penalties associated with unrecognized tax benefits.

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On July 31, 2023, the Company completed the Spectrum Merger. Pursuant to the Merger Agreement, each share of the common stock of Spectrum (“Spectrum Common Stock”) issued and outstanding immediately prior to the Effective Date, as well as Spectrum restricted stock units, certain stock appreciation rights, certain options to purchase Spectrum Common Stock, and warrants to purchase Spectrum Common Stock, which, in each case, were outstanding immediately prior to the Effective Date and were either vested or became vested as a result of the Spectrum Merger on the Effective Date, were converted into the right to receive (i) 0.1783 (the “Exchange Ratio”) of a fully paid and non-assessable share of the Company’s common stock and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding, and (ii) one contingent value right (“CVR”) representing a contractual right to receive future conditional payments worth up to an aggregate maximum amount of $0.20 per share payable in cash, additional shares of the Company’s common stock, or a combination thereof, at the Company’s sole discretion. Subject to adjustments, each CVR shall represent the right to receive up to $0.10 payable upon ROLVEDON® net sales (less certain deductions) achieving $175 million during the calendar year ending December 31, 2024, and up to $0.10 payable upon ROLVEDON® net sales (less certain deductions) achieving $225 million during the calendar year ending December 31, 2025. The Company expects the Spectrum Merger to be accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805. The results of operations of Spectrum will be included in the Company’s condensed consolidated financial statements as of the Effective Date. As a result of the Spectrum Merger, the Company expects to issue approximately 38 million shares of its common stock. On August 3, 2023, a generic pharmaceutical company announced that it received approval from the FDA to manufacture and market 50 mg indomethacin suppositories, the generic version of INDOCIN Suppositories, and was granted a Competitive Generic Therapy (“CGT”) designation and 180-day CGT exclusivity to market the product, which it has now commenced. The Company is assessing the financial impact of this generic competition on its future results of operations, financial condition, and cash flows.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated financial statements of the Company and its subsidiaries and the related footnote information of the Company have been prepared pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation of the information for the periods presented. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the entire year ending December 31, 2023 or future operating periods. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022 included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 8, 2023 (the “2022 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2022 has been derived from the audited financial statements at that date, as filed in the Company’s 2022 Form 10-K.

REVENUE (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Net Revenue

The following table reflects summary revenue, net for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Product sales, net:
INDOCIN products	$	28,075	$	22,841	$	58,421	$	44,197
Otrexup	3,594		2,616		6,416		5,694
Sympazan	2,627		—		5,129		—
SPRIX	2,373		2,216		4,262		3,982
CAMBIA	1,805		6,183		4,069		11,656
Zipsor	1,004		216		2,154		2,445
Other products	605		1,358		1,401		3,003
Total product sales, net	40,083		35,430		81,852		70,977
Royalties and milestone revenue	723		451		1,420		1,443
Other revenue	185		(750)		185		(750)
Total revenues	$	40,991	$	35,131	$	83,457	$	71,670

INVENTORIES, NET (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Net

The following table reflects the components of inventory, net as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Raw materials	$	717	$	1,367
Work-in-process	1,843		2,735
Finished goods	16,257		9,594
Total Inventories, net	$	18,817	$	13,696

PROPERTY AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The following table reflects property and equipment, net as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Furniture and office equipment	$	1,708	$	1,712
Laboratory equipment	20		20
Leasehold improvements	2,945		2,945
Construction in progress	528		—
	5,201		4,677
Less: Accumulated depreciation	(4,324)		(3,933)
Property and equipment, net	$	877	$	744

INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Gross Carrying Amounts and Net Book Values of Intangible Assets and Goodwill

The following table reflects the gross carrying amounts and net book values of intangible assets as of June 30, 2023 and December 31, 2022 (dollar amounts in thousands):


		June 30, 2023				December 31, 2022
	Remaining Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Products rights:
INDOCIN	8.9	$	154,100	$	(39,916)	$	114,184	$	154,100	$	(33,495)	$	120,605
Otrexup	6.5	44,086		(8,266)		35,820		44,086		(5,511)		38,575
Sympazan	11.3	14,550		(808)		13,742		14,550		(202)		14,348
SPRIX	3.9	39,000		(17,318)		21,682		39,000		(14,532)		24,468
Total Intangible Assets		$	251,736	$	(66,308)	$	185,428	$	251,736	$	(53,740)	$	197,996

Schedule of the Future Amortization Expenses of Intangible Assets

The following table reflects future amortization expense the Company expects for its intangible assets (in thousands):


Year Ending December 31,	Estimated Amortization Expense
2023 (remainder)	12,568
2024	25,136
2025	25,136
2026	25,136
2027	21,747
Thereafter	75,705
Total	$	185,428

OTHER LONG-TERM ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Long-Term Assets

The following table reflects other long-term assets as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Operating lease right-of-use assets	$	1,329	$	137
Prepaid asset and deposits	1,429		1,607
Other	980		965
Total other long-term assets	$	3,738	$	2,709

ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2023

Accounts Payable and Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

The following table reflects accrued liabilities as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Accrued compensation	$	1,115	$	3,117

Other accrued liabilities	7,609		6,561
Interest payable	867		1,593
Accrued royalties	692		910
Total accrued liabilities	$	10,283	$	12,181

DEBT (Tables)

6 Months Ended

Jun. 30, 2023

Long-Term Debt, Unclassified [Abstract]

Schedule of Long-Term Debt

The following table reflects the Company’s debt as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
6.5% Convertible Senior Secured Notes due 2027	$	40,000	$	70,000
Royalty Rights obligation	—		470
Total principal amount	40,000		70,470
Plus: derivative liability for embedded conversion feature	252		252
Less: unamortized debt issuance costs	(2,001)		(3,849)
Carrying value	38,251		66,873
Less: current portion of long-term debt	—		(470)
Long-term debt, net	$	38,251	$	66,403

Schedule of Carrying Values Convertible Notes

The following table reflects the carrying balance of the 2027 Convertible Notes as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Principal balance	$	40,000	$	70,000
Derivative liability for embedded conversion feature	252		252
Unamortized debt issuance costs	(2,001)		(3,849)
Carrying balance	$	38,251	$	66,403

Schedule of Debt Related Interest

The following table reflects debt-related interest included in Interest expense in the Company’s Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest on 2027 Convertible Notes	$	650	$	—	$	1,625	$	—
Interest on 2024 Secured Notes	—		2,248		—		4,548
Amortization of Royalty Rights(1)	—		21		—		48
Amortization of debt issuance costs	101		—		248		—
Total interest expense	$	751	$	2,269	$	1,873	$	4,596

(1)As a result of the extinguishment of the Royalty Rights obligation in the fourth quarter of 2022, there will be no additional amortization expense recognized in future periods.

LEASES (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of Lease Expense

The following table reflects lease expense and income for the three and six months ended June 30, 2023 and 2022 (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,
	Financial Statement Classification	2023		2022		2023		2022
Operating lease cost	Selling, general and administrative expenses	$	57	$	39	$	96	$	79
Operating lease cost	Other gain (loss)	—		148		—		296
Total lease cost		$	57	$	187	$	96	$	375

Sublease Income	Other gain (loss)	$	—	$	168	$	—	$	943

The following table reflects supplemental cash flow information related to leases for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases	$	104	$	530	$	208	$	1,060

Schedule of Supplemental Balance Sheet Information

The following table reflects supplemental balance sheet information related to leases as of June 30, 2023 and December 31, 2022 (in thousands):


	Financial Statement Classification	June 30, 2023		December 31, 2022
Assets
Operating lease right-of-use assets	Other long-term assets	$	1,329	$	137
Liabilities
Current operating lease liabilities	Other current liabilities	$	229	$	401
Noncurrent operating lease liabilities	Other long-term liabilities	1,251		—
Total lease liabilities		$	1,480	$	401

NET INCOME PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Earnings Per Common Share

The following table reflects the calculation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022 (in thousands, except for per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic net income per share
Net income	$	8,470	$	7,834	$	4,986	$	16,898
Weighted-average common shares outstanding	56,142		46,274		53,588		45,746
Basic net income per share	$	0.15	$	0.17	$	0.09	$	0.37

Diluted net income per share
Net income	$	8,470	$	7,834	$	4,986	$	16,898

Add: Convertible debt interest expense, net of tax	563		—		—		—
Adjusted net income	9,033		7,834		4,986		16,898
Weighted-average common shares and share equivalents outstanding	56,142		46,274		53,588		45,746
Add: effect of dilutive stock-based awards and equivalents	4,234		1,305		4,422		1,111
Add: effect of dilutive convertible debt under if-converted method	9,768		—		—		—
Denominator for diluted net income per share	70,144		47,579		58,010		46,857
Diluted net income per share	$	0.13	$	0.16	$	0.09	$	0.36

Schedule of Anti-Dilutive Securities Excluded from Computation of Diluted Net Income Per Share


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Convertible notes	—	—	12,116	—
Stock-based awards and equivalents	721	2,124	548	1,614
Total potentially dilutive common shares	721	2,124	12,664	1,614

FAIR VALUE (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis


June 30, 2023	Financial Statement Classification	Level 1		Level 2		Level 3		Total
Assets:

U.S. Treasuries	Cash and cash equivalents	$	—	$	30,928	$	—	$	30,928
U.S. Government agencies	Cash and cash equivalents	—		15,699		—		15,699
Money market funds	Cash and cash equivalents	19,635		—		—		19,635
Total		$	19,635	$	46,627	$	—	$	66,262
Liabilities:
Short-term contingent consideration	Contingent consideration, current portion	$	—	$	—	$	14,900	$	14,900
Long-term contingent consideration	Contingent consideration	—		—		27,600		27,600
Derivative liability	Long-term debt	—		—		252		252
Total		$	—	$	—	$	42,752	$	42,752


December 31, 2022	Financial Statement Classification	Level 1		Level 2		Level 3		Total
Assets:
Commercial paper	Cash and cash equivalents	$	—	$	4,983	$	—	$	4,983
U.S. Treasuries	Cash and cash equivalents	—		3,981		—		3,981
U.S. Government agencies	Cash and cash equivalents	—		10,937		—		10,937
Money market funds	Cash and cash equivalents	38,478		—		—		38,478
Total		$	38,478	$	19,901	$	—	$	58,379
Liabilities:
Short-term contingent consideration	Contingent consideration, current portion	$	—	$	—	$	26,300	$	26,300
Long-term contingent consideration	Contingent consideration	—		—		22,200		22,200
Derivative liability	Long-term debt	—		—		252		252
Total		$	—	$	—	$	48,752	$	48,752

Schedule of Changes in Fair Value


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fair value, beginning of the period	$	51,058	$	37,459	$	48,500	$	37,659
Change in fair value of contingent consideration recorded within costs and expenses	241		1,300		9,408		2,945
Cash payment related to contingent consideration	(8,799)		(2,000)		(15,408)		(3,845)
Fair value, end of the period	$	42,500	$	36,759	$	42,500	$	36,759

REVENUE - Schedule of Disaggregated Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 40,991	$ 35,131	$ 83,457	$ 71,670
Total product sales, net
Disaggregation of Revenue [Line Items]
Total revenues	40,083	35,430	81,852	70,977
INDOCIN products
Disaggregation of Revenue [Line Items]
Total revenues	28,075	22,841	58,421	44,197
Otrexup
Disaggregation of Revenue [Line Items]
Total revenues	3,594	2,616	6,416	5,694
Sympazan
Disaggregation of Revenue [Line Items]
Total revenues	2,627	0	5,129	0
SPRIX
Disaggregation of Revenue [Line Items]
Total revenues	2,373	2,216	4,262	3,982
CAMBIA
Disaggregation of Revenue [Line Items]
Total revenues	1,805	6,183	4,069	11,656
Zipsor
Disaggregation of Revenue [Line Items]
Total revenues	1,004	216	2,154	2,445
Other products
Disaggregation of Revenue [Line Items]
Total revenues	605	1,358	1,401	3,003
Royalties and milestones
Disaggregation of Revenue [Line Items]
Total revenues	723	451	1,420	1,443
Other revenue
Disaggregation of Revenue [Line Items]
Total revenues	$ 185	$ (750)	$ 185	$ (750)

REVENUE - Narrative - Royalties and Milestone Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract liabilities	$ 0.0		$ 0.0		$ 0.2
CAMBIA \| Canada
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue recognized	0.4	$ 0.5	1.0	$ 1.0
Royalties and milestones
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue recognized	$ 0.3	$ 0.0	$ 0.5	$ 0.5

ACCOUNTS RECEIVABLES, NET (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
ACCOUNTS RECEIVABLES, NET
Accounts receivable, net	$ 41,608	$ 45,357
Allowance for cash discounts for prompt payment	800	900
Product Sales Receivable
ACCOUNTS RECEIVABLES, NET
Accounts receivable, net	$ 41,600	$ 45,400

INVENTORIES, NET - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory
Raw materials	$ 717	$ 1,367
Work-in-process	1,843	2,735
Finished goods	16,257	9,594
Total Inventories, net	$ 18,817	$ 13,696

INVENTORIES, NET - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory reserves	$ 2.2	$ 2.8

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,201	$ 4,677
Less: Accumulated depreciation	(4,324)	(3,933)
Property and equipment, net	877	744
Furniture and office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,708	1,712
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	20	20
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,945	2,945
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 528	$ 0

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.2	$ 0.2	$ 0.4	$ 0.4

INTANGIBLE ASSETS - Summary of Gross Carrying Amounts and Net Book Values of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Intangible assets
Gross Carrying Amount	$ 251,736	$ 251,736
Accumulated Amortization	(66,308)	(53,740)
Total	$ 185,428	197,996
INDOCIN \| Product Rights
Intangible assets
Remaining Useful Life (In years)	8 years 10 months 24 days
Gross Carrying Amount	$ 154,100	154,100
Accumulated Amortization	(39,916)	(33,495)
Total	$ 114,184	120,605
Otrexup \| Product Rights
Intangible assets
Remaining Useful Life (In years)	6 years 6 months
Gross Carrying Amount	$ 44,086	44,086
Accumulated Amortization	(8,266)	(5,511)
Total	$ 35,820	38,575
Sympazan \| Product Rights
Intangible assets
Remaining Useful Life (In years)	11 years 3 months 18 days
Gross Carrying Amount	$ 14,550	14,550
Accumulated Amortization	(808)	(202)
Total	$ 13,742	14,348
SPRIX \| Product Rights
Intangible assets
Remaining Useful Life (In years)	3 years 10 months 24 days
Gross Carrying Amount	$ 39,000	39,000
Accumulated Amortization	(17,318)	(14,532)
Total	$ 21,682	$ 24,468

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 6,284	$ 7,969	$ 12,568	$ 16,469

INTANGIBLE ASSETS - Summary of Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remainder)	$ 12,568
2024	25,136
2025	25,136
2026	25,136
2027	21,747
Thereafter	75,705
Total	$ 185,428	$ 197,996

OTHER LONG-TERM ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	May 01, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Operating lease right-of-use assets	$ 1,329	$ 1,300	$ 137
Prepaid asset and deposits	1,429		1,607
Other	980		965
Total other long-term assets	$ 3,738		$ 2,709

OTHER LONG-TERM ASSETS - Narratives (Details) - USD ($) $ in Millions	1 Months Ended
	Aug. 31, 2018	Jun. 30, 2023	Dec. 31, 2022
Summary of Investment Holdings [Line Items]
Credit loss allowance		$ 3.5	$ 3.5
NES Therapeutic, Inc.
Summary of Investment Holdings [Line Items]
Convertible notes receivable	$ 3.0
Convertible notes receivable, interest rate	10.00%
Payment for convertible notes receivable	$ 3.0

ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued compensation	$ 1,115	$ 3,117
Other accrued liabilities	7,609	6,561
Interest payable	867	1,593
Accrued royalties	692	910
Total accrued liabilities	$ 10,283	$ 12,181

DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Aug. 22, 2022
Debt Instrument [Line Items]
Gross, long-term debt	$ 40,000	$ 70,470
Plus: derivative liability for embedded conversion feature	252	252
Less: unamortized debt issuance costs	(2,001)	(3,849)
Carrying value	38,251	66,873
Less: current portion of long-term debt	0	(470)
Long-term debt, net	38,251	66,403
Convertible notes
Debt Instrument [Line Items]
Less: unamortized debt issuance costs	$ (1,600)
Convertible notes \| 6.5% Convertible Senior Secured Notes due 2027
Debt Instrument [Line Items]
Interest rate	6.50%		6.50%
Gross, long-term debt	$ 40,000	70,000
Plus: derivative liability for embedded conversion feature	252	252
Less: unamortized debt issuance costs	(1,600)
Senior Notes \| Royalty Rights obligation
Debt Instrument [Line Items]
Gross, long-term debt	$ 0	$ 470

DEBT - Narrative (Details)			3 Months Ended		6 Months Ended		12 Months Ended
DEBT - Narrative (Details)	Feb. 27, 2023 USD ($) shares	Aug. 22, 2022 USD ($) $ / shares Rate	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	May 20, 2020
Debt Instrument [Line Items]
Common stock, issued (in shares) \| shares			56,512,962		56,512,962		48,319,838
Direct transaction costs			$ 0	$ 0	$ 9,918,000	$ 0
Unamortized issuance costs			2,001,000		2,001,000		$ 3,849,000
Derivative liability			252,000		252,000		252,000
Recurring
Debt Instrument [Line Items]
Derivative liability			252,000		252,000		252,000
Level 3 \| Recurring
Debt Instrument [Line Items]
Derivative liability			252,000		252,000		252,000
Convertible notes
Debt Instrument [Line Items]
Unamortized issuance costs			1,600,000		1,600,000
Senior Notes
Debt Instrument [Line Items]
Amortization of debt issuance costs			$ 101,000	$ 0	$ 248,000	$ 0
6.5% Convertible Senior Secured Notes due 2027 \| Convertible notes
Debt Instrument [Line Items]
Interest rate		6.50%	6.50%		6.50%
Aggregate principal amount	$ 30,000,000	$ 60,000,000
Additional purchase capacity		$ 10,000,000
Number of days to cover over allotment (in days)		13 days
Common stock, issued (in shares) \| shares	6,990,000
Repayments of debt	$ 10,500,000
Induced conversion of convertible debt expense	8,800,000
Direct transaction costs	$ 1,100,000
Unamortized issuance costs			$ 1,600,000		$ 1,600,000
Conversion ratio		0.2442003
Conversion price (in dollars per share) \| $ / shares		$ 4.09
Effective interest rate (as a percent) \| Rate		7.80%
Amortization of debt issuance costs			100,000		200,000
Derivative liability			252,000		252,000		$ 252,000
Senior Secured Notes Due 2024 \| Senior Notes
Debt Instrument [Line Items]
Interest rate								13.00%
Repayment of debt, principal					$ 59,000,000
Repayment of debt, interest			$ 3,000,000
Royalty Rights obligation \| Senior Notes
Debt Instrument [Line Items]
Royalty payments, percentage of revenue							1.50%

DEBT - Schedule of Carrying Values Convertible Notes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Derivative liability for embedded conversion feature	$ 252	$ 252
6.5% Convertible Senior Secured Notes due 2027 \| Convertible notes
Debt Instrument [Line Items]
Principal balance	40,000	70,000
Derivative liability for embedded conversion feature	252	252
Unamortized debt issuance costs	(2,001)	(3,849)
Carrying balance	$ 38,251	$ 66,403

DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Amortization of Royalty Rights	$ 0	$ 21	$ 0	$ 48
Total interest expense	751	2,269	1,873	4,596
Senior Notes
Debt Instrument [Line Items]
Amortization of debt issuance costs	101	0	248	0
Senior Notes \| Interest on 2027 Convertible Notes
Debt Instrument [Line Items]
Interest payable on notes	650	0	1,625	0
Interest on 2024 Secured Notes
Debt Instrument [Line Items]
Interest payable on notes	0	$ 2,248	0	$ 4,548
Interest on 2024 Secured Notes \| Interest on 2027 Convertible Notes
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 100		$ 200

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Settlement of employee equity awards			$ 7,947	$ 679
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)	1.0		0.7
Average fair market value (in dollars per share)	$ 2.24		$ 5.64
Shares outstanding value (in shares)	0.3
Employee’s tax withholding liability (in shares)			0.2
Vesting and settlement value			$ 2,600
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)			0.6
Average market fair value (in dollars per share)			$ 4.49
Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Settlement of employee equity awards (in shares)			0.5
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Settlement of employee equity awards			$ 3,400
Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 2,200	$ 1,700	$ 4,700	$ 2,700

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2023	May 01, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease right-of-use assets		$ 1,329	$ 1,300	$ 137
Noncurrent operating lease liabilities		$ 1,251	$ 1,300	$ 0
Lessee, operating lease, discount rate			7.41%
Gain on early termination of sublease	$ 600

LEASES - Lease Cost Components (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Total lease cost	$ 57	$ 187	$ 96	$ 375
Selling, general and administrative expenses
Lessee, Lease, Description [Line Items]
Operating lease cost	57	39	96	79
Other gain (loss)
Lessee, Lease, Description [Line Items]
Operating lease cost	0	148	0	296
Sublease Income	$ 0	$ 168	$ 0	$ 943

LEASES - Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases	$ 104	$ 530	$ 208	$ 1,060

LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	May 01, 2023	Dec. 31, 2022
Assets
Operating lease right-of-use assets	$ 1,329	$ 1,300	$ 137
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other long-term assets		Other long-term assets
Liabilities
Current operating lease liabilities	$ 229		$ 401
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities		Other current liabilities
Noncurrent operating lease liabilities	$ 1,251	$ 1,300	$ 0
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other long-term liabilities		Other long-term liabilities
Total lease liabilities	$ 1,480		$ 401

COMMITMENTS AND CONTINGENCIES - Supply Agreements (Details) $ in Millions	Jun. 30, 2023 USD ($)
Supply Commitment [Line Items]
Purchase obligation, percentage	75.00%
Cosette
Supply Commitment [Line Items]
Annual purchase obligation	$ 6.3
Antares
Supply Commitment [Line Items]
Annual purchase obligation	2.0
Supply Agreement \| JHS
Supply Commitment [Line Items]
Annual purchase obligation	$ 1.0

COMMITMENTS AND CONTINGENCIES - Legal Matters (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Legal contingency accrual	$ 3.2	$ 3.2

COMMITMENTS AND CONTINGENCIES - Glumetza Antitrust Litigation (Details) - USD ($) $ in Thousands	Feb. 03, 2022	Sep. 14, 2021
Glumetza Antitrust Litigation
Loss Contingencies [Line Items]
Settlement amount	$ 3,850	$ 3,150

COMMITMENTS AND CONTINGENCIES - Multidistrict Opioid Litigation (Details)	Jun. 30, 2023 case
Multidistrict Opioid Litigation
Legal matters
Number of industry-wide opioid litigation cases (more than)	2,000

COMMITMENTS AND CONTINGENCIES - Insurance Litigation (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Insurance reimbursement	$ 2.0	$ 5.0

SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 17, 2021	May 20, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from issuance of common stock		$ 0	$ 7,020
Unamortized issuance costs		$ 2,001		$ 3,849
Warrants exercised (in shares)			400,000
Common shares issued (in shares)			400,000
Warrants outstanding			$ 0
Zyla Life Sciences \| Iroko \| Warrant Agreements
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise aggregate ownership percentage maximum threshold						49.00%
Zyla Life Sciences \| Money market funds \| Zyla Life Sciences
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price, number of shares outstanding, per share (in dollars per share)						$ 0.0016
At The Market Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate offering price					$ 25,000
Stock offering, shares sold (in shares)		2,463,637
Stock offering, purchase price (in dollars per share)		$ 3.02
Stock offering, gross proceeds		$ 7,400
Stock offering, net proceeds		7,000
Additional Paid-In Capital
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Induced exchange of convertible notes, gross		28,300
Convertible notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized issuance costs		1,600
6.5% Convertible Senior Secured Notes due 2027 \| Convertible notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from issuance of common stock	$ 10,500
Induced exchange of convertible notes (in shares)	7,000,000
Unamortized issuance costs		$ 1,600

NET INCOME PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Basic net income per share
Net income	$ 8,470	$ 7,834	$ 4,986	$ 16,898
Weighted-average common shares outstanding/share equivalents outstanding (in shares)	56,142	46,274	53,588	45,746
Basic net income per share (in dollars per share)	$ 0.15	$ 0.17	$ 0.09	$ 0.37
Diluted net income per share
Net income	$ 8,470	$ 7,834	$ 4,986	$ 16,898
Add: Convertible debt interest expense, net of tax	563
Adjusted net income	$ 9,033	$ 7,834	$ 4,986	$ 16,898
Weighted average common shares and warrants/share equivalents outstanding (in shares)	56,142	46,274	53,588	45,746
Add: effect of dilutive stock-based awards and equivalents (in shares)	4,234	1,305	4,422	1,111
Add: effect of dilutive convertible debt under if-converted method (in shares)	9,768	0	0	0
Denominator for diluted income per share (in shares)	70,144	47,579	58,010	46,857
Diluted net income per share (in dollars per share)	$ 0.13	$ 0.16	$ 0.09	$ 0.36

NET INCOME PER SHARE - Schedule Dilutive Shares Information (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common shares (in shares)	721	2,124	12,664	1,614
Convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common shares (in shares)	0	0	12,116	0
Stock-based awards and equivalents
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common shares (in shares)	721	2,124	548	1,614

FAIR VALUE - Schedule of Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Liabilities:
Short-term contingent consideration	$ 14,900	$ 26,300
Long-term contingent consideration	27,600	22,200
Derivative liability	252	252
Recurring
ASSETS
Total	66,262	58,379
Liabilities:
Short-term contingent consideration	14,900	26,300
Long-term contingent consideration	27,600	22,200
Derivative liability	252	252
Total	42,752	48,752
Recurring \| Commercial paper
ASSETS
Cash and cash equivalents		4,983
Recurring \| U.S. Treasuries
ASSETS
Cash and cash equivalents	30,928	3,981
Recurring \| U.S. Government agencies
ASSETS
Cash and cash equivalents	15,699	10,937
Recurring \| Money market funds
ASSETS
Cash and cash equivalents	19,635	38,478
Recurring \| Level 1
ASSETS
Total	19,635	38,478
Liabilities:
Short-term contingent consideration	0	0
Long-term contingent consideration	0	0
Derivative liability	0	0
Total	0	0
Recurring \| Level 1 \| Commercial paper
ASSETS
Cash and cash equivalents		0
Recurring \| Level 1 \| U.S. Treasuries
ASSETS
Cash and cash equivalents	0	0
Recurring \| Level 1 \| U.S. Government agencies
ASSETS
Cash and cash equivalents	0	0
Recurring \| Level 1 \| Money market funds
ASSETS
Cash and cash equivalents	19,635	38,478
Recurring \| Level 2
ASSETS
Total	46,627	19,901
Liabilities:
Short-term contingent consideration	0	0
Long-term contingent consideration	0	0
Derivative liability	0	0
Total	0	0
Recurring \| Level 2 \| Commercial paper
ASSETS
Cash and cash equivalents		4,983
Recurring \| Level 2 \| U.S. Treasuries
ASSETS
Cash and cash equivalents	30,928	3,981
Recurring \| Level 2 \| U.S. Government agencies
ASSETS
Cash and cash equivalents	15,699	10,937
Recurring \| Level 2 \| Money market funds
ASSETS
Cash and cash equivalents	0	0
Recurring \| Level 3
ASSETS
Total	0	0
Liabilities:
Short-term contingent consideration	14,900	26,300
Long-term contingent consideration	27,600	22,200
Derivative liability	252	252
Total	42,752	48,752
Recurring \| Level 3 \| Commercial paper
ASSETS
Cash and cash equivalents		0
Recurring \| Level 3 \| U.S. Treasuries
ASSETS
Cash and cash equivalents	0	0
Recurring \| Level 3 \| U.S. Government agencies
ASSETS
Cash and cash equivalents	0	0
Recurring \| Level 3 \| Money market funds
ASSETS
Cash and cash equivalents	$ 0	$ 0

FAIR VALUE - Narrative (Details)	1 Months Ended	3 Months Ended		6 Months Ended
FAIR VALUE - Narrative (Details)	May 31, 2020 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]
Short-term contingent consideration		$ 14,900,000		$ 14,900,000		$ 26,300,000
Long-term contingent consideration		27,600,000		27,600,000		22,200,000
Change in fair value of contingent consideration		241,000	$ 1,300,000	9,408,000	$ 2,945,000
Level 2
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]
Debt conversion option value		64,600,000		64,600,000		92,500,000
Convertible notes, par value		$ 40,000,000		$ 40,000,000		70,000,000
Revenue volatility
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]
Contingent consideration, measurement input		0.35		0.35
Discounted Cash Flow \| Discount rate
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]
Contingent consideration, measurement input		0.090		0.090
Discounted Cash Flow \| Credit spread
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]
Contingent consideration, measurement input		0.046		0.046
Zyla Life Sciences
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]
Contingent consideration, royalty percentage	20.00%
INDOCIN
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]
Contingent consideration		$ 42,500,000		$ 42,500,000		48,500,000
Short-term contingent consideration		14,900,000		14,900,000		26,300,000
Long-term contingent consideration		$ 27,600,000		$ 27,600,000		$ 22,200,000
INDOCIN \| Zyla Life Sciences \| Iroko
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]
Contingent payment consideration, future royalties covenant, product net sales (over)	$ 20,000,000

FAIR VALUE - Schedule of Changes in Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of contingent consideration recorded within costs and expenses [Extensible Enumeration]	Costs and Expenses	Costs and Expenses	Costs and Expenses	Costs and Expenses
Contingent consideration \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of the period	$ 51,058	$ 37,459	$ 48,500	$ 37,659
Change in fair value of contingent consideration recorded within costs and expenses	241	1,300	9,408	2,945
Cash payment related to contingent consideration	(8,799)	(2,000)	(15,408)	(3,845)
Fair value, end of the period	$ 42,500	$ 36,759	$ 42,500	$ 36,759

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Valuation allowance	$ 11,800		$ 11,800
Income tax expense	$ (3,860)	$ (593)	$ (1,750)	$ (1,306)

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		12 Months Ended
	Jul. 31, 2023	Dec. 31, 2025	Dec. 31, 2024
Rolvedon \| Forecast
Subsequent Event [Line Items]
Proceeds from sale of equity		$ 225	$ 175
Spectrum Pharmaceuticals, Inc. \| Forecast
Subsequent Event [Line Items]
Ordinary shares issued (in shares)	38
Spectrum Pharmaceuticals, Inc. \| Rolvedon \| Forecast
Subsequent Event [Line Items]
Business acquisition, share price (in dollars per share)			$ 0.10
Subsequent Event \| Spectrum Pharmaceuticals, Inc. \| Assertio Stockholders
Subsequent Event [Line Items]
Business acquisition, share price (in dollars per share)	$ 0.20
Subsequent Event \| Assertio \| Spectrum Pharmaceuticals, Inc. \| Assertio Stockholders
Subsequent Event [Line Items]
Business acquisition, fixed exchange ratio	$ 0.1783