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Spectrum Pharmaceuticals Inc

Spectrum Pharmaceuticals Inc (SPPI)

1.03
0.00
(0.00%)
Closed June 21 4:00PM
0.00
0.00
(0.00%)

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Key stats and details

Current Price
1.03
Bid
1.14
Ask
0.9785
Volume
-
0.00 Day's Range 0.00
0.92685 52 Week Range 1.1299
Previous Close
1.03
Open
-
Last Trade
Last Trade Time
Average Volume (3m)
-
Financial Volume
-
VWAP
-

SPPI Latest News

PeriodChangeChange %OpenHighLowAvg. Daily VolVWAP
10000000CS
40000000CS
120000000CS
260000000CS
52-0.05-4.629629629631.081.12990.9268511856910.99430033CS
156-3.24-75.87822014054.274.30.31530189981.25502763CS
260-7.17-87.43902439028.210.570.31524958012.33076197CS

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SPPI Discussion

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antihama antihama 10 months ago
1.03000.0000 (0.00%)
At close: July 31 04:00PM EDT
Delisting

SPPI is delisted effective Aug. 11, 2023
👍️0
dcaf7 dcaf7 11 months ago
Not sure. Mobo is for EGFR Ex20ins and Pozi is for HER2 Ex20ins. I think Takeda was too ambitious studying Mobo against Platinum doublet. They would better run a study of Mobo+Platinum against Platinum. On the other hand, they might consider high toxicity of combo.
👍️ 1
antihama antihama 11 months ago
Bye Bye Spectrum Pharmaceuticals. I feel a little sad and thinking pozi should have got more respect than it did from the Agency. Per the 8KIntroductory Note

As previously announced, on April 24, 2023, Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Assertio Holdings, Inc., a Delaware corporation (“Assertio”), and Spade Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Assertio (“Merger Sub”). On July 31, 2023 (the “Closing Date”), pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Assertio (the “Surviving Corporation”). Additionally, on the Closing Date, in connection with the Merger Agreement, Assertio and Computershare Trust Company, N.A., as rights agent, entered into a contingent value right (“CVR”) Agreement (the “CVR Agreement”), pursuant to which each holder of (i) common stock, par value $0.001 per share, of the Company (“Common Stock”) (other than holders of Company Stock (x) that was cancelled in accordance with the terms of the Merger Agreement or (y) who properly exercised appraisal rights under Delaware law) and (ii) Company restricted stock units, certain stock appreciation rights (“SARs”), certain options to purchase Common Stock (“Stock Options”) and warrants to purchase Common Stock (“Company Warrants”), were entitled to one CVR. Each CVR entitled the holder thereof to receive contingent payments payable in cash or Assertio common stock, par value $0.0001 (“Assertio common stock”) (or a combination of the two), if any, at the election of Assertio, upon the achievement of certain sales milestones related to ROLVEDON®.

The foregoing descriptions of the Merger, the Merger Agreement and the CVR Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, including the exhibits attached thereto, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on April 25, 2023 and is incorporated by reference herein.

Item 2.01. Completion of Acquisition of Disposition of Assets....BYE.
👍️0
ATLcitizen ATLcitizen 11 months ago
Wow. So how does that change ODAC's calculations with regard to where Pozi could fit in the treatment algorithm? Now they don't have a TKI. Could this revive a second chance for Pozi?
👍️0
dcaf7 dcaf7 11 months ago
From today's Takeda earning call. "Following a planned interim analysis, the Phase 3 EXCLAIM-2 trial was stopped for futility. The trial compared EXKIVITY monotherapy to chemotherapy in first line, non-small cell lung cancer with exon 20 insertion mutations. We will be engaging with regulators required regarding these data and determining next steps for the program." So, mobocertinib doesn't work better than chemo.
👍️ 3
Gogh9 Gogh9 11 months ago
I guess Hemach and the other clinicians are still belivers.
👍️0
dcaf7 dcaf7 11 months ago
Yes, maybe not worth it. Wonder why they are still presenting data. Here is a title of oral presentation at WCLC 2023 meeting in September: "Efficacy and Safety of Poziotinib in HER2 Exon 20 Insertion NSCLC Patients who Received at Least 2 Previous Systemic Therapies". Authors: X. Le, A. Prelaj, C. Baik, N. Tchekmedyian, S. Leu, G. Bhat, J.V. Heymach, R. Cornelissen.
👍️0
Gogh9 Gogh9 11 months ago
Probably still some value here but not sure if it is worth the R&D expense at this point. Another squandered opportunity by various SPPI management teams.
👍️0
dcaf7 dcaf7 11 months ago
Experts opinion on Poziotinib. Just published, "Poziotinib for HER2 Exon 20-Mutated NSCLC: Addition or Burden to the Therapeutic Arsenal?"
From the paper: "In accordance with the National Comprehensive Cancer Network, the current optimal treatment for patients with metastatic HER2 exon 20 insertion mutation, in second line, T-DXd, seems to be most appropriate. Nevertheless, HER2-specific TKIs with better selectivity and reduced toxicity are expected to yield at least similar outcomes in the near future. In the interim, poziotinib presents a treatment option that should not be disregarded entirely. It is crucial to explore the patient population and dosages for which this strategy can offer a beneficial effect while maintaining an acceptable quality of life."
https://www.jto.org/article/S1556-0864(23)00548-8/fulltext
Should ASRT work on Pozi?
👍️ 1
ATLcitizen ATLcitizen 12 months ago
Good find, dcaf7. That would make same day injection or on-body injectors less important and more for convenience for patients uncomfortable with giving themselves injections. It appears to be allowed for all G-CSFs in this market. I found instructions for Neulasta to also be given as injection from home: https://www.mskcc.org/cancer-care/patient-education/how-give-yourself-injection-filgrastim-pegfilgrastim
Lots of patients give themselves injections at home for other drugs, i.e. for diabetes or obesity, etc. So good that this is an option for patients on Rolvedon also.
👍️0
dcaf7 dcaf7 12 months ago
Interesting update from Safety-related Labeling Changes Approved by FDA Center for Drug Evaluation and Research (CDER) on 06/16/2023 (SUPPL-2). Additions and/or revisions underlined:
If your healthcare provider decides that the subcutaneous injections can be given at home by you or your caregiver, follow the detailed “Instructions for Use” that comes with your Rolvedon for information on how to prepare and inject a dose of Rolvedon.
https://www.accessdata.fda.gov/scripts/cder/safetylabelingchanges/index.cfm?DrugNameID=2769&event=searchdetail.page&utm_medium=utm_source
For some patients, there is no need to go the hospital next day after chemo. No need in same day injection.
👍️ 2
dcaf7 dcaf7 1 year ago
Good analysis of ASRT and Spectrum acquisition.
https://seekingalpha.com/article/4611296-assertio-close-to-completing-an-unlikely-turnaround
👍️ 2
dcaf7 dcaf7 1 year ago
"For example, we’ve considered an alternative pegylated filgrastim (such as Spectrum’s eflapegrastim, marketed under the brand name Rolvedon) as a biobetter of Neulasta (pegfilgrastim)".
https://www.primetherapeutics.com/news/biobetters-wait-what-im-just-figuring-out-biosimilars-part-4/
👍️ 3
dcaf7 dcaf7 1 year ago
Hanmi is presenting Rolontis at ASCO. Wonder why Rolvedon is not presented by Spectrum there?
https://www.koreabiomed.com/news/articleView.html?idxno=21266
👍️ 2
dcaf7 dcaf7 1 year ago
HC Wainwright issued their Q3 2023 earnings per share estimates for Spectrum Pharmaceuticals in a research note issued on Friday, May 26th. HC Wainwright analyst E. White expects that the biotechnology company will earn $0.01 per share for the quarter. So, in Q3 they will be profitable but won't exist as an independent company.
👍️ 3
dcaf7 dcaf7 1 year ago
I don't believe in CVRs. Based on my experience, they end up worthless.
👍️ 1
spiderman3600 spiderman3600 1 year ago
Decaf, so to meet the goals set for the CVRs, they have to have huge increases in sales the next couple of years. Do you think they can do it? tia
👍️0
dcaf7 dcaf7 1 year ago
New Rolvedon sales forecast. "Spectrum Pharmaceuticals' five analysts are now forecasting revenues of US$67m in 2023. Before this consensus update, the analysts had been forecasting revenues of US$55m". But after merger with ASRT who cares.
https://simplywall.st/stocks/us/pharmaceuticals-biotech/nasdaq-sppi/spectrum-pharmaceuticals/news/analysts-just-made-a-huge-upgrade-to-their-spectrum-pharmace
👍️ 1
dcaf7 dcaf7 1 year ago
It is positive for both companies. Higher margin translates into higher profit that brings Rolvedon to ASRT.
👍️ 1
Frankestin Frankestin 1 year ago
7,77 *0,1783 = 1,385
👍️0
Frankestin Frankestin 1 year ago
7,51 * 0,1783= 1,339
👍️0
spiderman3600 spiderman3600 1 year ago
Decaf, can you please explain if this is a positive or negative. Thank you!
👍️0
dcaf7 dcaf7 1 year ago
Here is what was said at ASRT earning call answering your question.
"The ROLVEDON gross margins I think are going to be in the high 70s, 80% range. I'm sorry. Let me let me clarify that point. I'm sorry, mid 80s is going to be the margins on ROLVEDON".
Another interesting quote, "ROLVEDON is now recording revenue at an annual run rate that would be nearly breakeven for adjusted EBITDA since we expect to only bring over approximately $60 million of operating expenses from legacy Spectrum".
https://seekingalpha.com/article/4602324-assertio-holdings-inc-asrt-q1-2023-earnings-call-transcript
👍️ 2
buc17 buc17 1 year ago
question can someone else come in and try to pay up for sppi ?
👍️0
Frankestin Frankestin 1 year ago
ASSERTIO
Financial Highlights (unaudited):

Three Months Ended March 31,
(in millions, except per share amounts) 2023 2022
Net Product Sales (GAAP) $ 41.8 $ 35.5
Net (Loss) Income (GAAP) $ (3.5 ) $ 9.1
(Loss) Earnings Per Share (GAAP) $ (0.07 ) $ 0.20
Adjusted EBITDA (Non-GAAP) (1) $ 25.6 $ 23.9
Adjusted Earnings Per Share (Non-GAAP) (1) $ 0.29 $ 0.38

First quarter results included the following as compared to the prior year quarter: * Net product sales increased 18%, to $41.8 million. * Increased sales of Indocin and the addition of Sympazan more than offset expected declines in Cambia and Zipsor.

* Indocin sales increased 42%, primarily due to the transition of volumes to more profitable commercial channels implemented in October 2022.

* Sympazan prescriptions achieved a new record in the quarter, following its prior record in the third quarter 2022.

* GAAP net loss of $3.5 million, compared to GAAP net income of $9.1 million in the prior year quarter. The decrease was primarily due to: * $9.9 million in expenses associated with the exchange of convertible debt during the quarter, * $7.5 million non-cash increase in contingent consideration associated with future Indocin royalties as a result of continued sales growth, and * Increased operating expenses, including $2.4 million in transaction costs associated with the pending acquisition of Spectrum Pharmaceuticals, Inc., as announced on April 25, 2023.

* Adjusted EBITDA of $25.6 million, increased from $23.9 million in the first quarter 2022. * The change in adjusted EBITDA was driven by $6.2 million of additional net product sales, partially offset by higher operating expenses.

* On February 23, 2023, the Company strengthened its balance sheet through a $30.0 million exchange of convertible debt in a cash and stock exchange transaction. * The transaction reduced Assertio’s overall debt by 43%, will save the Company $2.0 million in annual interest payments, and reduced the potential dilution from the exchanged convertible notes by 4.6%.

* At March 31, 2023, cash and cash equivalents was $68.6 million and outstanding principal amount of convertible debt was $40 million.
👍️ 1
Frankestin Frankestin 1 year ago
- Q1 2023 net sales of $15.6 million, an increase of 54% compared to Q4 2022 --

-- Company to be acquired by Assertio Holdings, Inc., delivering value to stakeholders in an all stock and contingent value rights (CVR) transaction --

-- Transaction expected to close in Q3 2023 --

Spectrum Pharmaceuticals, Inc. (NasdaqGS: SPPI), a commercial stage biopharmaceutical company focused on novel and targeted oncology therapies, announced today financial results for the three-month period ended March 31, 2023, and provided a corporate update.

The Company had a total cash, cash equivalents, and marketable securities balance of approximately $56.1 million as of March 31, 2023.
👍️0
dcaf7 dcaf7 1 year ago
Good analysis of ARST after merger.
https://seekingalpha.com/article/4598815-assertio-holdings-stock-still-cheap
👍️ 3
dcaf7 dcaf7 1 year ago
Yes, not a bad deal. With only one drug, competing with multiple biosimilars in rapidly shrinking long acting G-CSF market, Spectrum would have a bleak future. After Poziotinib rejection, buyout or merger were right things to do.
I am reading more about Indocin. Not sure I like this quote, "In 2008, a box of 30 anti-inflammatory rectal suppositories that treats arthritis, called Indocin, had a price tag of $198. As of Oct. 1, 2021, the price of that same box was 52 times higher, totaling $10,350".
👍️ 1
Gogh9 Gogh9 1 year ago
Yes but probably not a bad deal for SPPI shareholders at this point. Maybe a better management team with no dilution, so if they can ramp sales the return may be better than folks think. Particularly if they can ever monetize Pozi.
👍️ 2
dcaf7 dcaf7 1 year ago
Reading about ASRT. In 4thQ earning call Dan Peisert, a CEO of Assertio, provided a guidance on Indocin sales in 2023. He said, expect north of $100M, same as in previous year. Good to know, since Indocin is not patent protected drug.
He was asked about their BD strategy. Here is what he said about current assets valuation, "It really -- it's asset by asset. But, I think the generalization I can give is, that they're far more reasonable than they were in 2008, when I started doing this, and we were paying five times revenue. So I think the valuation perceptions of the sellers are reasonable and they've come in check. And we're seeing, a very large amount of very attractive opportunities." So, they paid for Rolvedon ~$250M. If they would be paying this price in 2008, they would be expecting sales of Rolvedon at $50M/year. Ridiculously low. I guess, it is really good deal for them.
👍️ 2
dcaf7 dcaf7 1 year ago
Here is a yesterday call transcript.
https://investor.sppirx.com/static-files/435bafa5-5ccb-4565-824b-a3d3576d73e8
👍️ 2
dcaf7 dcaf7 1 year ago
Yes, ER is earning release. From now on, SP of SPPI and ASRT are tied together in a ratio of 1 to 0.1783, or 5.6. Possibly, a bit higher due to CVRs. Any good news for ASRT is a good news for SPPI and other way around.
👍️ 2
ATLcitizen ATLcitizen 1 year ago
@dcaf7 and whoever wants to take a stab at this answer: ER = earnings release? Does this new deal put limits on SPPI share price? Or can both stocks gain from good R sales in the upcoming ER? TIA.
👍️0
Gogh9 Gogh9 1 year ago
I agree. No dilution in an equity raise and hopefully a better management team. Big question, can they monetize Pozi?
👍️0
dcaf7 dcaf7 1 year ago
I assume Rolvedon sales in 1Q23 look good. ER could be a catalyst for both stocks.
👍️ 1
dcaf7 dcaf7 1 year ago
For Assertio, this deal means dilution. If my calculations are correct, they need to issue ~40M new shares. As I can see they have ~55M shares. Huge dilution. It is why the drop.
👍️ 1
Frankestin Frankestin 1 year ago
if Rolvedon sales exceed $175 million during the calendar year ending December 31, 2024, and again a few more shares on revenue of $225 million during the calendar year ending December 31, 2025.

if they have made certain estimates, perhaps they will come close... we will see in the next quarters!
If Assertio got a good deal why this drop, is anyone pissed?

Expected to Be Accretive to Adjusted EPS and Operating Cash Flow in 2024: Assertio intends to retain the majority of Spectrum’s commercial team and add operating costs of approximately $60 million annually. The remaining cost synergies are expected to accelerate and enhance the profit opportunities for the combined company and generate double-digit accretion to adjusted EPS and increased operating cash flow in 2024.

what else do you want?

Under the terms of the Merger Agreement, Spectrum will be acquired by Assertio Holdings, Inc. (“Assertio”) (Nasdaq - ASRT). Spectrum stockholders will receive a fixed exchange ratio of 0.1783 shares of Assertio common stock for each share of Spectrum common stock they own, implying an upfront value of $1.14 per Spectrum share (approximately $248 million) based on Assertio’s stock price on April 24, 2023. Additionally, Spectrum stockholders will receive one CVR per Spectrum share entitling them to receive up to an additional $0.20 per share in total (approximately $43 million), payable in cash or stock at Assertio’s election. Following the close of the transaction, Assertio stockholders will own approximately 65% of the combined company, and Spectrum stockholders will own approximately 35%, on a fully diluted basis.The investigation concerns whether the Spectrum Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether Assertio is paying too little for the Company.
👍️0
dcaf7 dcaf7 1 year ago
I consider it slightly positive. Spectrum merged with profitable company with 6 drugs approved. Most important one is Indocin and it faces generic competition. I assume plan is that Rolvedon will replace Indocin revenue. CVR is Contingent Value Right. Consider it as a bonus for achievement of certain milestone. In our case, SPPI shareholders will receive a few more shares of ASRT if Rolvedon sales exceed $175 million during the calendar year ending December 31, 2024, and again a few more shares on revenue of $225 million during the calendar year ending December 31, 2025.
👍️ 3
ATLcitizen ATLcitizen 1 year ago
Can anyone explain this buyout? Is this good, bad, ugly? Why Spectrum did this if they had enough cash until next year? What is CVR? TIA.
👍️0
INFINITI INFINITI 1 year ago

Item 1.01 Entry into a Material Definitive Agreement.

On April 24, 2023, Assertio Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Spade Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Spectrum”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Spectrum (the “Merger”), with Spectrum surviving such Merger as a wholly owned subsidiary of the Company.

Merger Consideration

Under the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Spectrum (the “Spectrum Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (i) treasury shares, (ii) any shares of Spectrum Common Stock held directly by the Company or Merger Sub and (iii) shares of Spectrum Common Stock held by any holder who properly demands appraisal of such shares in compliance with Section 262 of the Delaware General Corporation Law) will be converted into the right to receive (A) 0.1783 (the “Exchange Ratio”) of a fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding (the “Upfront Consideration”), and (B) one contingent value right (a “CVR”), which shall represent the right to receive the Milestone Payments (as defined below), at the times and in the form provided for in the CVR Agreement (as defined below) (collectively, with the Upfront Consideration, the “Merger Consideration”).

At the Effective Time, Spectrum and a rights agent selected by Spectrum and the Company (the “Rights Agent”) will enter into a contingent value rights agreement (the “CVR Agreement”), a form of which is attached as an exhibit to the Merger Agreement, governing the terms of each CVR. Each CVR entitles the holder thereof to receive a maximum of two contingent cash and/or Company Common Stock payments, as described below, with an aggregate maximum value of $0.20, without interest, and subject to deduction for any required withholding of taxes (each, a “Milestone Payment”), if the following milestones are achieved:

· If Net Sales (as defined in the CVR Agreement) of $175 million or more during the period commencing January 1, 2024 and ending December 31, 2024 is achieved, such Milestone Payment will consist of a dollar amount per CVR equal to the lesser of (i) $0.10 and (ii) (A) 0.249 multiplied by (B) (I) the Applicable Parent Stock Price (as defined in the CVR Agreement), multiplied by (II) the Exchange Ratio (rounded down to the closest hundredth of a penny) (provided that such amount shall not be less than $0) (the “2024 Annual Net Sales Milestone Payment”); and

· If Net Sales of $225 million or more during the period commencing January 1, 2025 and ending December 31, 2025 is achieved, such Milestone Payment will consist of a dollar amount per CVR equal to the lesser of (i) $0.10 and (ii) (A) 0.249 multiplied by (B) (I) the Applicable Parent Stock Price, multiplied by (II) the Exchange Ratio, less (III) the 2024 Annual Net Sales Milestone Payment (rounded down to the closest hundredth of a penny) (provided that such amount shall not be less than $0).

The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, a copy of which is included as an exhibit to the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated by reference herein.

At the Effective Time, each option (other than an option under Spectrum’s employee stock purchase plan) (each, a “Spectrum Stock Option”) to purchase Spectrum Common Stock granted under any of Spectrum’s equity incentive plans, that is outstanding as of immediately prior to the Effective Time, shall, if unvested, become vested, and automatically and without any required action on the part of the holder or Spectrum, be cancelled and treated as follows:

· With respect to any Spectrum Stock Options with an exercise price per share that is less than the value of the Upfront Consideration, converted into the right to receive (i) a number of shares of Company Common Stock, subject to certain exceptions with respect to fractional shares and any applicable withholdings, that is equal to the quotient of (A) the product of (x) the total number of Spectrum Common Stock underlying the Spectrum Stock Option multiplied by (y) the excess, if any, of the value of the Upfront Consideration over the exercise price of such Spectrum Stock Option, divided by (B) the average of the daily volume-weighted average price per share of Company Common Stock calculated based on the ten (10) consecutive trading days ending two trading days prior to the date of the Merger Agreement and (ii) a number of CVRs equal to the number of Spectrum Common Stock underlying such Spectrum Stock Option.




· With respect to any Spectrum Stock Options with an exercise per share that is equal to or greater than the value of the Upfront Consideration and less than the sum of the Upfront Consideration and the maximum amount payable under a CVR (each, a “Contingent In-the-Money Stock Option”), converted into the right to receive a number of CVRs equal the number of Spectrum Common Stock underlying such Spectrum Stock Option; provided, however, that the payment, if any, under each CVR shall be reduced by the amount by which the exercise price per share exceeds the value of the Upfront Consideration; provided, further that, for the avoidance of doubt, such Contingent In-the-Money Stock Option shall not entitle the holder thereof to receive any shares of Company Common Stock, cash or other consideration in connection with the Effective Time.

· With respect to any Spectrum Stock Options with an exercise price per share that is equal to or greater than the value of the Merger Consideration (each, an “Underwater Spectrum Stock Option”), the holder of such Underwater Spectrum Stock Option will receive no consideration and, effective as of immediately prior to the Effective Time, shall have no further rights thereto.

At the Effective Time, each Spectrum restricted stock unit (each, a “Spectrum RSU”) with respect to Spectrum Common Stock granted under Spectrum’s equity incentive plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall become fully vested, and the holder of such Spectrum RSUs shall, automatically and without any required action on the part of the holder thereof or Spectrum, receive the Merger Consideration.

At the Effective Time, each unvested restricted Spectrum Common Stock granted under Spectrum’s equity incentive plans that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof or Spectrum, fully vest and be treated like all other shares of Spectrum Common Stock.

At the Effective Time, each stock appreciation right with respect to Spectrum Common Stock (each, a “Spectrum SAR”) granted under Spectrum equity incentive plans that is outstanding as of immediately prior to the Effective Time, shall, if unvested, become vested, and automatically and without any required action on the part of the holder or Spectrum be cancelled and:

· With respect to any Spectrum SARs with an exercise price per share that is less than the value of the Upfront Consideration (each such Spectrum SAR, an “In-the-Money SAR”), converted into the right to receive (i) a number of shares of Company Common Stock, subject to certain with respect to fractional shares and any required withholding of taxes pursuant as described further in the Merger Agreement, that is equal to the quotient of (A) the product of (x) the total number of Spectrum Common Stock underlying the Spectrum SAR multiplied by (y) the excess, if any, of the value of the Upfront Consideration over the exercise price of such Spectrum SAR, divided by (B) the average of the daily volume-weighted average price per share of Company Common Stock calculated based on the ten (10) consecutive trading days ending two trading days prior to the date of the Merger Agreement and (ii) a number of CVRs equal to the number of Spectrum Common Stock underlying such Spectrum SAR.

· With respect to any Spectrum SARs with an exercise price per share that is equal to or greater than the value of the Upfront Consideration and less than the sum of the Upfront Consideration and the maximum amount payable under a CVR (each, a “Contingent In-the-Money SAR”), converted into the right to receive a number of CVRs equal the number of Spectrum Common Stock underlying such Spectrum SAR; provided, however, that the payment, if any, under each CVR shall be reduced by the amount by which the exercise price per share exceeds the value of the Upfront Consideration; provided, further that, for the avoidance of doubt, such Contingent In-the-Money SAR shall not entitle the holder thereof to receive any shares of Company Common Stock, cash or other consideration in connection with the Effective Time.

· With respect to any Spectrum SAR with an exercise price per share that is equal to or greater than the value of the Merger Consideration (each, an “Underwater Spectrum SAR”), the holder of such Underwater Spectrum SAR will receive no consideration and, effective as of immediately prior to the Effective Time, shall have no further rights thereto.

To the extent the Company and any holder of a Spectrum Stock Option, Spectrum RSU, share of unvested restricted Spectrum Common Stock or Spectrum SAR agree in writing to treatment different than as described above, the terms of such written agreement will apply in lieu of the treatment described above.




At the Effective Time, upon the election of the holder of each Spectrum warrant (the “Spectrum Warrant”), under that certain Warrant to Purchase Stock, dated as of September 21, 2022, by and between Spectrum and SLR Investment Corp., a Maryland corporation, that is outstanding immediately prior to the Effective Time shall be cancelled and, in exchange therefor, Spectrum shall pay to each former holder of any such cancelled Spectrum Warrant as soon as practicable following the Effective Time (i) a number of shares of Company Common Stock equal to the (A) product of (x) the excess of $1.10 over the exercise price per Spectrum Common Stock under such Spectrum Warrant, and (y) the number of shares of Spectrum Common Stock subject to such Spectrum Warrant, multiplied by (B) the Exchange Ratio, and (ii) one CVR for Spectrum Common Stock underlying such Spectrum Warrant, in each case, without interest, and subject to deduction for any required withholding of taxes.

Post-Closing Governance

Subject to applicable laws and the listing and corporate governance rules and regulations of the Nasdaq Capital Market (“Nasdaq”) that are applicable to the Company, Spectrum shall nominate one member of Spectrum’s board of directors (such individual, the “Spectrum Board Designee”) to the Company’s board of directors prior to the Effective Time. The Spectrum Board Designee will be selected and designated to the Company’s board of directors upon the Company’s consent (such consent not to be unreasonably withheld, conditions or delayed) effective as of the Closing (as defined in the Merger Agreement). During the 12-month period following the Closing Date (as defined in the Merger Agreement), the Company’s board of directors shall not propose to remove the Spectrum Board Designee other than for cause.

Conditions to the Merger

The obligation of Spectrum and the Company to consummate the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of a number of customary conditions, including: (i) the adoption of the Merger Agreement by Spectrum’s stockholders; (ii) approval of the issuance of shares of Company Common Stock in the Merger by the Company’s stockholders; (iii) the Company’s registration statement on Form S-4 to be filed in connection with the Merger having become effective and not subject of any stop order, and the shares of Company Common Stock issuable in the Merger having been approved for listing on the Nasdaq, subject to official notice of issuance; (iv) the expiration of any applicable waiting period, the absence of any pending agreement between the Company and any governmental entity not to close, and receipt of any required approvals under the antitrust laws of the United States; (v) the absence of laws or orders restraining the consummation of the Merger; (vi) the representations and warranties of Spectrum and the Company being true and correct, subject to the materiality standards contained in the Merger Agreement, and Spectrum and the Company having complied in all material respects with their respective obligations under the Merger Agreement; (vii) the absence of any effects that have constituted or resulted in, or would reasonably be expected to constitute or result in, a material adverse effect for Spectrum or the Company; (viii) execution of the CVR Agreement by the Company and the Rights Agent; and (ix) the receipt by Spectrum of a written opinion from Spectrum’s tax counsel that, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Representations and Warranties; Covenants

The Merger Agreement contains customary representations and warranties given by Spectrum, the Company and Merger Sub. The Company and Spectrum have also each made customary covenants in the Merger Agreement, including covenants by each of the parties relating to conduct of their business prior to the closing of the Merger. The parties have generally agreed to use their respective reasonable best efforts to complete the Merger, including to obtain the required regulatory approvals for the transaction.

The Merger Agreement also contains reciprocal covenants by Spectrum and the Company not to solicit or participate in any discussions or negotiations with any person making an inquiry or proposal for an alternative transaction, and requiring Spectrum’s and the Company’s respective boards of directors to recommend the transaction-related proposals to their stockholders, in each case subject to certain exceptions. Prior to the approval of the transaction-related proposals by their stockholders, the boards of directors of Spectrum and the Company, as applicable, may change their recommendation in response to an unsolicited proposal for an alternative transaction, if the board of directors determines that the proposal constitutes a “Company Superior Proposal” or “Parent Superior Proposal” (each as defined in the Merger Agreement), as applicable, and that failure to take such action would reasonably be expected to be inconsistent with their fiduciary duties to their stockholders under applicable law, subject to complying with certain procedures set forth in the Merger Agreement. Prior to the approval of the transaction-related proposals by their stockholders, Spectrum’s and the Company’s respective boards of directors may also change their recommendation if a “Company Intervening Event” or “Parent Intervening Event” (each as defined in the Merger Agreement), as applicable, occurs, and the applicable board of directors determines, after consultation with its outside legal counsel and financial advisor, that failing to change its recommendation would be reasonably likely to be inconsistent with their fiduciary duties, subject to complying with certain procedures set forth in the Merger Agreement.




Termination and Termination Fees

The Merger Agreement contains customary mutual termination rights for Spectrum and the Company, including if the Merger is not completed by October 24, 2023 (the “Outside Date”); provided, further, that if the satisfaction of the last to be satisfied or waived of the conditions set forth under Article VI of the Merger Agreement occur less than two (2) business days prior to the Outside Date, the Outside Date shall be deemed extended to the extent necessary to permit closing to occur. The Merger Agreement also contains customary termination rights for the benefit of each party, including (i) if the board of directors of the other party changes its recommendation, (ii) if the board of directors of such party authorizes entry into a definitive agreement relating to a superior proposal and (iii) if the other party breaches its representations, warranties or covenants under the Merger Agreement in a way that would result in a failure of its condition to closing being satisfied (subject to certain procedures and cure periods).

Under the Merger Agreement, Spectrum and the Company will be required to pay a termination fee to the other party equal to $8,300,000, less the amount of previously paid expenses, if any, if the Merger Agreement is terminated in certain circumstances, including if the board of directors of such party authorizes entry into a definitive agreement relating to a superior proposal. If the Merger Agreement is terminated by either Spectrum or the Company due to the other party’s failure to receive the requisite approval of its stockholders, then the party that failed to obtain such approval will be required to reimburse the other party for up to $1,000,000 of reasonable and documented out-of-pocket fees and expenses incurred in connection with the transaction.

Additional Information

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference. A copy of the Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about Spectrum or the Company.

The Merger Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Merger Agreement reflect negotiations between the parties to the Merger Agreement and are not intended as statements of fact to be relied upon by stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in the Merger Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the Merger Agreement may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and unless required by applicable law, the Company undertakes no obligation to update such information.

Item 7.01 Regulation FD Disclosure.

On April 25, 2023, the Company and Spectrum announced that they had entered into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.




Forward Looking Statements

The statements in this communication include forward-looking statements concerning the Company the proposed transactions and other matters. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements speak only as of the date they are made or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “pro forma,” “estimates,” “anticipates,” “designed,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. The forward-looking statements in this communication relate to, among other things: failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; risks that the new businesses will not be integrated successfully or that the combined company will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; demand for the combined company’s products; the growth, change and competitive landscape of the markets in which the combined company participates; expected industry trends, including pricing pressures and managed healthcare practices; 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 Company’s ability to obtain and maintain intellectual property protection for its products and operate its business without infringing the intellectual property rights of others; the commercial success and market acceptance of the Company’s products, including the coverage of the Company’s products by payors and pharmacy benefit managers; the entry and sales of generics of the Company’s products, including Indocin products which are not patent protected and may face generic competition at any time; the outcome of, and the Company’s 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 the Company’s former insurance broker, and other disputes and litigation, and the costs and expenses associated therewith; the ability of the Company’s third-party manufacturers to manufacture adequate quantities of commercially salable inventory and active pharmaceutical ingredients for each of the Company’s products, and the Company’s ability to maintain its supply chain, which relies on single-source suppliers; and our counterparties’ compliance or non-compliance with their obligations under our agreements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the statements. These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. For a discussion of factors that could cause actual results to differ materially from those contemplated by forward-looking statements, see the sections captioned “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. Many of these risks and uncertainties may be exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. The Company does not assume, and hereby disclaims, any obligation to update forward-looking statements, except as may be required by law.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of the Company and Spectrum and that also constitutes a prospectus of the Company. Each of the Company and Spectrum may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that the Company or Spectrum may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of the Company and Spectrum. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about the Company, Spectrum and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at www.assertiotx.com or by contacting the Company’s Investor Relations Department by email at investor@assertiotx.com. Copies of the documents filed with the SEC by Spectrum will be available free of charge on Spectrum’s website at www.sppirx.com or by contacting the Company’s Investor Relations Department atir@sppirx.com.


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dcaf7 dcaf7 1 year ago
Looked at latest Assertio corporate presentation. It reminds me how Spectrum looked like ~10 years ago under Raj leadership. Question is to sell now or to become ASRT shareholder.
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PennyPusher786 PennyPusher786 1 year ago
203 million float though, no?
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PennyPusher786 PennyPusher786 1 year ago
Looks like it's building up now
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Mt. Blanc Mt. Blanc 1 year ago
SPPI pops on buyout but where are the buyers over the dollar?

mb
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INFINITI INFINITI 1 year ago
Awsome NEWS !!!!!!!!$$$$
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Frankestin Frankestin 1 year ago
BOOM
I like CVR
Under the terms of the agreement, at closing, Spectrum stockholders will receive a fixed exchange ratio of 0.1783 shares of Assertio common stock for each share of Spectrum common stock they own, implying an upfront value of $1.14 per Spectrum share (approximately $248 million) based on Assertio’s stock price on April 24, 2023 and an initial 65% premium to Spectrum’s closing price on such date. Additionally, Spectrum stockholders will receive one CVR per Spectrum share entitling them to receive up to an additional $0.20 per share in total (approximately $43 million), payable in cash or stock at Assertio's election, for $1.34 (approximately $291 million), a total potential premium of 94%. Subject to adjustments, each CVR shall represent the right to receive $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $175 million during the calendar year ending December 31, 2024, and $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $225 million during the calendar year ending December 31, 2025.
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harry crumb harry crumb 1 year ago
Easy money
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ATLcitizen ATLcitizen 1 year ago
Big news today: Spectrum was bought out: https://www.yahoo.com/entertainment/assertio-holdings-inc-acquire-spectrum-100000644.html
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ATLcitizen ATLcitizen 1 year ago
Good find, dcaf7! This will give the pharmaceutical reps something more to talk about with potential buyers. Good press.
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dcaf7 dcaf7 1 year ago
New paper published, "Eflapegrastim Versus Pegfilgrastim for Chemotherapy-Induced Neutropenia in Korean and Asian Patients with Early Breast Cancer: Results from the Two Phase III ADVANCE and RECOVER Studies".
https://www.e-crt.org/journal/view.php?doi=10.4143/crt.2022.987#
In a few words, "This study may suggest that eflapegrastim showed non-inferior efficacy and similar safety compared to pegfilgrastim in Koreans and Asians, consistently with those of pooled population."
Some interesting findings and interpretations:
Fixed dose of pegfilgrastim 6 mg/0.6mL or eflapegrastim 13.2 mg/0.6mL were used regardless of body weight in both studies. The median body weight for Korean was 57.4 kg and for Asian patients 56.3 kg in eflapegrastim group which was more than 20 kg lower than the median body weight for Non-Asian in eflapegrastim group (79 kg). This difference in the body weight might cause more frequent musculoskeletal symptoms for Asian patients. Moreover, these musculoskeletal pains did not cause serious morbidities because these could be managed with pain medicine including weak opioids and non-steroidal anti-inflammatory drugs.
AND
Although this study was designed to demonstrate non-inferiority as mentioned above, eflapegrastim had numerically better efficacy in the primary efficacy analysis, irrespectively of in Asians or non-Asians. Even though it is not considered statistically significant, we may suggest biologically plausible reasons for this. Eflapegrastim and pegfilgrastim had similar in vitro binding affinity but the FcRn fragment in eflapegrastim increased the uptake of the drug into bone marrow. In addition, eflapegrastim showed the greater bone marrow exposure and retention, resulting in increased potency in animal model [14]. These findings also support eflapegrastim same-day administration with chemotherapy, and a clinical trial is underway (NCT04187898).
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