📝 What This Document Is 📰

This is an incredibly important filing called a Schedule 14D-9. In simple terms, it is a formal legal statement about a proposed corporate takeover. It is a Solicitation/Recommendation Statement, meaning the company is communicating to investors and shareholders that a major acquisition is on the table.

Because this document is filed before the actual offer starts, it is purely informational. 👉 Crucial takeaway: This document is not the actual offer, and investors should wait for the formal "Offer Materials" before making any decision.

🏢 What The Company Does 🧪

Assertio Holdings, Inc. is the company at the center of this corporate action. While the filing doesn't detail its specific products or industry, it establishes that Assertio is a Delaware corporation that is currently undergoing a proposed acquisition.

In this context, its focus shifts entirely to its common stock, which has a par value of $0.0001 per share. 👉 The entire summary revolves around the stock of Assertio, which is the asset being offered up in the proposed deal.

🤝 The Proposed Acquisition Structure 🏦

The filing details a massive corporate shake-up: Assertio is being targeted for acquisition. The deal involves three primary parties:

• Assertio Holdings, Inc. (the "Company"): The target company.
• Garda Therapeutics, Inc. (the "Parent"): The main acquiring company.
• Audi Merger Sub, Inc. (the "Purchaser"): A wholly owned subsidiary of Garda, which will execute the offer.

The acquisition will happen through a formal "Merger Agreement," dated April 8, 2026. This means that if the deal closes, Assertio will essentially merge into Garda, but the company will continue to exist as a wholly owned subsidiary of Garda.

💰 The Offer Price Details 💲

The core financial element is the cash tender offer. If investors choose to sell their shares to Garda, they will receive the "Offer Price." This price is a hybrid package consisting of cash and a financial instrument called a Contingent Value Right (CVR).

• Base Purchase Price: $18.00 per share. This amount is payable in cash and carries no interest.
• Contingent Value Right (CVR): One CVR per share. This is a right to receive potential cash payments, but those payments are contingent (meaning they depend on future conditions being met) and governed by a separate agreement.
• Total Offer Price: The combination of the $18.00 Base Purchase Price plus the value of one CVR.

👉 Understanding the CVR is vital because it means the full value of the deal isn't just $18.00; it’s tied to future, undefined performance metrics.

🗓️ Timeline and Key Actions ⏱️

The filing sets out a specific timeline for the deal's commencement and completion, reminding readers that nothing is guaranteed until the offer is actively launched.

• Merger Agreement Date: The underlying deal was established on April 8, 2026.
• Offer Start Date: The Purchaser plans to commence the cash tender offer no later than ten (10) business days after the Merger Agreement date.
• Recent Filings: Assertio filed a Current Report on Form 8-K on April 21, 2026, which contains important information incorporated into this statement.

⚠️ Major Warning: The document repeatedly stresses that the Offer has not yet commenced. Investors must wait for the formal "Offer Materials" from Garda and Audi before acting.

💼 How the Merger Completes the Process 🔄

The Merger Agreement spells out what happens after the cash tender offer is successfully completed. The Purchaser (Audi Merger Sub) will be merged with and into Assertio.

Following this, Assertio will continue to exist, but its status changes: it will become a wholly owned subsidiary of Garda. This structure suggests that while the company's legal identity persists, its ownership and ultimate control are entirely consolidated under Garda Therapeutics.

📄 Important Information for Investors 📜

Because this is a major financial action, the filing dedicates significant attention to advising investors on how to proceed.

• Where to Find Details: Investors are explicitly told that the definitive materials (the actual offer, letter of transmittal, and full recommendation statement) will be made available free of charge on the SEC's website (www.sec.gov) or via Assertio’s investor relations section.
• Investor Urgency: The filing strongly urges investors and shareholders to read these definitive documents carefully when they become available, as they contain important information that must be considered before making any decision regarding their shares.
• No Recommendation: The statement explicitly clarifies that it is not a recommendation and does not constitute an offer to purchase.

🤵 Key Personnel and Legal Counsel 🧑‍⚖️

The filing names the key individuals involved in the corporate announcement and the legal firms advising the process, which provides transparency regarding the responsible parties.

• Company Representative: Mark Reisenauer is listed as the Chief Executive Officer of Assertio Holdings, Inc.
• Advisors: Gibson, Dunn & Crutcher LLP is listed as the law firm responsible for receiving notices and communications related to the filing.
• Contact Info: Notices can be sent to Assertio at 100 South Saunders Rd., Suite 300 Lake Forest, IL 60045, or through the listed phone number: (224) 419-7106.

🗓️ Where to Find More Information 🌐

The filing provides multiple sources and dates for stakeholders to track the deal's progress and read the definitive documents.

• Documents: The full Offer materials and the definitive Solicitation/Recommendation Statement on Schedule 14D-9 will be available at the SEC's website or the Company’s investor relations site.
• Company Reports: Assertio also reminds readers that it files annual, quarterly, and current reports (like proxy statements) with the SEC, which can be accessed at the same two web locations.

🧠 The Analogy 🎠

Think of an IPO (Initial Public Offering) versus this tender offer. In a typical IPO, the company is selling its shares to the public for the first time. Here, it's more like a highly specialized buyout. Instead of a massive public sale, a private entity (Garda) is putting out a targeted "Buy Order" directly to the shareholders. The company isn't generating capital by selling shares to the public; it's essentially being bought out, share by share, for $18.00 plus the potential value of the CVR.

🧩 Final Takeaway 💡

This document confirms a high-value acquisition of Assertio by Garda Therapeutics, structured as a $18.00 cash plus one CVR per share. However, the single most important fact for any investor is that this is a preliminary statement, and the definitive offer materials and formal start date for the tender offer are still pending.