SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 13, 2020 (February 13, 2020)
ASSERTIO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
(Commission File Number)
|(State or other jurisdiction of||(I.R.S. Employer Identification No.)|
100 S. Saunders Road, Suite 300, Lake Forest, IL 60045
(Address of principal executive offices, with zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class:||
Name of each exchange
on which registered:
|Common Stock, $0.0001 par value||ASRT||The Nasdaq Stock Market LLC|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
Item 8.01 Other Events
On February 13, 2020, the Company issued a press release announcing the closing of the transaction contemplated by the Asset Purchase Agreement dated February 6, 2020 with Collegium Pharmaceutical, Inc., as described further in Item 1.01 of our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 7, 2020. The Company plans to file with the SEC a Current Report on Form 8-K disclosing the pro forma financials required under Items 2.01 and 9.01 no later than February 20, 2020. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
|99.1||Assertio Therapeutics, Inc. Press Release issued on February 13, 2020|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ASSERTIO THERAPEUTICS, INC.|
|Date: February 13, 2020||By:||/s/ Daniel A. Peisert|
|Daniel A. Peisert|
|Senior Vice President and Chief Financial Officer|
Assertio Therapeutics Announces Closing of Sale of NUCYNTA® Franchise to Collegium Pharmaceutical for $375.0 Million
Also Announces its Senior Secured Debt Has Been Repaid in Full
LAKE FOREST, Ill., (February 13, 2020) (GLOBE NEWSWIRE) -- Assertio Therapeutics, Inc. (“Assertio” or “The Company”) (NASDAQ: ASRT), today announced the closing of its previously disclosed definitive agreement (“Agreement”) with Collegium Pharmaceutical, Inc. (“Collegium”), pursuant to which Collegium has acquired the NUCYNTA® franchise of products from the Company. The Company also announced today that it has repaid in full its senior secured debt obligations.
“With this sale closing and accelerated repayment of our senior debt obligations, it allows us the ability to invest in our core business which will help us build and grow for the future,” said Arthur Higgins, President and Chief Executive Officer of Assertio.
Under the terms of the agreement, Collegium paid Assertio $375.0 million in cash at closing, less royalties paid to Assertio in 2020. Collegium paid Assertio for certain inventories and equipment relating to the products.
Stifel acted as exclusive financial advisor to Assertio in this transaction and Gibson, Dunn & Crutcher LLP and Greenberg Traurig LLP served as legal counsel.
Additional details can be found in the Company’s Form 8-K filed with the Securities and Exchange Commission.
About NUCYNTA® and NUCYNTA® ER
NUCYNTA® is a strong prescription pain medicine that contains an opioid (narcotic) that is used to manage short-term (acute) pain in adults when other pain treatments, such as non-opioid pain medicines, do not treat your pain well enough or you cannot tolerate them.
NUCYNTA® ER is a strong prescription pain medicine that contains an opioid (narcotic) that is used to manage pain severe enough to require daily, around-the-clock, long-term treatment with an opioid when other pain treatments, such as non-opioid pain medicines or immediate-release opioid medicines, do not treat your pain well enough or you cannot tolerate them.
About Assertio Therapeutics, Inc.
Assertio Therapeutics is committed to providing responsible solutions to advance patient care in the Company’s core areas of neurology, orphan and specialty medicines. Assertio currently markets two FDA-approved products and continues to identify, license and develop new products that offer enhanced options for patients that may be underserved by existing therapies. To learn more about Assertio, visit www.assertiotx.com.
About Collegium Pharmaceutical, Inc.
Collegium is a specialty pharmaceutical company committed to being the leader in responsible pain management. Collegium’s headquarters are located in Stoughton, Massachusetts. For more information, please visit the company’s website at www.collegiumpharma.com.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This news release contains forward-looking statements. These statements involve inherent risks and uncertainties that could cause actual results, including for 2019, to differ materially from those estimated, projected or anticipated, including expectations regarding the closing of the sale of the NUCYNTA® franchise to Collegium Pharmaceutical, Inc., the repayment of the Company’s indebtedness, expectations regarding potential business opportunities, and other risks outlined in the Company's public filings with the Securities and Exchange Commission, including the Company's most recent annual report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All information provided in this news release speaks as of the date hereof. Except as otherwise required by law, the Company undertakes no obligation to update or revise its forward-looking statements.
Investor and Media Contact:
Senior Vice President and Chief Financial Officer
Source: Assertio Therapeutics, Inc.