Assertio Holdings, Inc. Announces 1-for-15 Reverse Stock Split
Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today announced that it filed a certificate of amendment to its certificate of incorporation (the "Certificate of Amendment") on December 19 to implement a one-for-fifteen reverse split of its issued and outstanding common stock (the "Reverse Split").
The Reverse Split will become effective as of 12:01 a.m. Eastern Time on December 26, 2025, and the Company's common stock will begin trading on a split-adjusted basis when the market opens on December 26, 2025. The Company's common stock will continue to trade on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ASRT." The new CUSIP number for the common stock following the Reverse Split will be 04546C 304.
"After carefully evaluating all available options, the Board and its external legal and financial advisors determined that a reverse stock split is the most effective step to maintain our Nasdaq listing. This action gives us the flexibility to build on the momentum of Rolvedon, our core growth driver, and supports our progress toward becoming a sustainable, commercially focused organization that can deliver long-term value to shareholders," said Mark Reisenauer, Chief Executive Officer.
When the Reverse Split becomes effective, every fifteen shares of the Company's issued and outstanding common stock will automatically be converted into one share of common stock, without any change in the par value per share. In addition, proportionate adjustments will be made (i) to the conversion rate of the Company's 6.5% Convertible Senior Notes due 2027, and (ii) to the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive compensation plans and the number of shares underlying and exercise price (if any) of outstanding equity awards. No fractional shares of Common Stock will be issued as a result of the Reverse Split. In lieu of any fractional shares to which a stockholder of record would otherwise be entitled, the Company will pay cash equal to such fraction multiplied by the closing price of the common stock on the Nasdaq Stock Market on December 24, 2025 (as adjusted to account for the Reverse Split).
Continental Stock Transfer & Trust has been appointed by the Company to act as exchange agent for the Reverse Split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Reverse Split and will not be required to take further action in connection with the Reverse Split, subject to brokers' particular processes. Holders of certificated shares will be contacted by the Company or its exchange agent with further details about how to surrender old certificates in exchange for new ones.
About Assertio
Assertio is a pharmaceutical company with comprehensive commercial capabilities offering differentiated products designed to address patients' needs. Our focus is on supporting patients by marketing products in oncology, neurology, and pain management.
Forward Looking Statements
Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio's current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions 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. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio, including statements about the Reverse Split. All statements other than historical facts may be forward-looking statements and can be identified by words such as "anticipate," ‘believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may," "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "would," "will," "aim" or other similar expressions that convey the uncertainty of future events or outcomes are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio.
Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks are more fully described in Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC and in other filings Assertio makes with the SEC from time to time. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While Assertio may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by applicable law. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance or expected results of Assertio.
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Investor Contact
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